2016 Annual Report PDF

2016 Annual Report
Notice of Annual Meeting and Proxy Statement Focus on the future.

Business
focused.
Staples helps business customers succeed by providing

a broad assortment of products, expanded business
services and easy ways to shop — in stores, online,
via mobile or through social apps. Staples Business
Advantage , the business-to-business division, caters to
®
mid-market, commercial and enterprise-size customers

by offering a one-source solution for the products
and services they need, combined with best-in-class
customer service, competitive pricing and a state-of-the-
art eCommerce site. Headquartered outside of Boston,
Staples, Inc. operates primarily in the United States and
Canada, with additional operations in South America and
Asia. More information about Staples (NASDAQ: SPLS)
is available at staples.com .
®
Future
focused.
Dear Fellow Shareholders,
At Staples, we take great pride

in our ability to change.
In 1986, Tom Stemberg founded our company as a important thing about our company has remained
cash-and-carry retailer. Three years later, when business constant — our commitment to business customers and
customers wanted the ease and convenience of having to evolving to meet their changing needs. Throughout
their office supplies delivered, we launched Staples Direct our history we’ve always embraced change.
and transformed into a multichannel company. In 1998,
when customers wanted the ease of shopping online, 2016 was another year of significant change for our
we launched staples.com and transformed into one of
®
company. In May, we were disappointed to learn that
the largest eCommerce companies in the world. More the Federal Trade Commission’s request for preliminary
recently, when customers wanted the ease of shopping injunction to block our acquisition of Office Depot was
Staples for categories beyond office supplies, we granted. We terminated the Office Depot merger
expanded into new products and services that now agreement and immediately announced Staples 20/20,
®
generate about half of our revenue. And yet for all of a new customer-centric strategic plan that builds on our
the change we’ve experienced over the years, the most greatest strengths and addresses our biggest challenges.
Staples 20/20 is a transformational change of our strategy, narrowed our focus on North America with the sale of
our mindset and our operating model. It is a fundamental our retail business in the United Kingdom, and in early
reshape of our company. We’re doubling down on 2017 we sold a controlling interest in our remaining
Staples Business Advantage, our North American contract European operations and entered into an agreement
business, where we have solid momentum. At the same to sell our businesses in Australia and New Zealand.
time, we’re focused on maximizing profitability and
reducing risk in our underperforming businesses. We This year, we will continue building on our momentum.
have four Staples 20/20 priorities: We plan to invest more aggressively to accelerate
mid-market growth through key initiatives like
1. Accelerate growth in the mid-market contract membership programs, digital lead generation, next-
business in North America. This is an $80 billion generation selling models, sharper pricing, expanded
market opportunity, and today Staples has less than assortment and a more seamless online customer
2 percent market share. experience. We’ll preserve profitability in our retail stores
2. Preserve profitability in North American retail stores. through increased customer conversion, continued
3. Take aggressive action to further reduce costs and growth in our services businesses, and the reduction
drive efficiency across our organization. of excess capacity. We’ll fund some of our key growth
4. Narrow our geographic focus to North America. investments with our cost-savings plan. And we’ll
continue to return excess cash to our shareholders.
The strength of our strategic plan and our team were
evident in the progress we made on Staples 20/20 In closing I’d like to thank our customers, suppliers and
during the second half of 2016. We reorganized into two shareholders for their continued confidence in Staples.
North American business units, North American Delivery I’d also like to thank our associates for their hard work,
and North American Retail, to reflect the distinct role of resilience and commitment to serving the diverse needs
each of these businesses. We achieved steady mid-single- of business customers. 2016 was one of the most
digit growth in our mid-market contract business driven dynamic years in our company’s history. We embraced
by double-digit growth in categories beyond office change. We got a lot done. And we’re in a great position
supplies. In North American Retail, we preserved to get back to sustainable sales and earnings growth.
profitability through solid improvement in customer Together, we will transform Staples to be the one true
conversion, growth in our print and marketing services partner to businesses of all sizes. Onward and upward
business, and by evolving our promotional strategies. We to a terrific 2017!
reduced excess capacity by closing 48 stores in North
America during 2016. This brings our total store closures Sincerely,
to 358, or 19 percent of our chain, over the past five years.
We generated $100 million of annualized pre-tax cost
savings that was ahead of our goal for the year. We
Shira Goodman
Chief Executive Officer
April 2017
 NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
Framingham, Massachusetts
April 20, 2017
Dear Shareholders,
The Annual Meeting of Shareholders of Staples, Inc. will be held at the Teaneck Marriott at Glenpointe, 100 Frank W. Burr Boulevard,
Teaneck, New Jersey, on June 12, 2017 at 4:00 p.m., local time, to consider and act upon the following matters:
(1) o elect ten members of the Board of Directors to hold office until the 2018 Annual Meeting of Shareholders or until their
T
respective successors have been elected or appointed.
(2) To approve, on an advisory basis, named executive officer compensation.
(3) To hold an advisory vote on the frequency of future executive compensation advisory votes.
(4) To approve the Company’s Amended and Restated Executive Officer Incentive Plan.
(5) o ratify the selection by the Audit and Finance Committee of Ernst & Young LLP as Staples’ independent registered
T
public accounting firm for the current fiscal year.
(6) o transact such other business as may properly come before the meeting or any adjournment or postponement
T
thereof.
Shareholders of record at the close of business on April 17, 2017 will be entitled to notice of and to vote at the meeting or any
adjournment or postponement thereof.
By order of the Board of Directors
Michael T. Williams
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
For the Annual Meeting of Shareholders on June 12, 2017
This proxy statement and our 2016 Annual Report are available for viewing, printing and downloading at
www.proxyvote.com.
You may request a copy of the materials relating to our annual meeting, including the proxy statement, form of
proxy card for our 2017 Annual Meeting and the 2016 Annual Report, at www.proxyvote.com, or by sending an email
to our Investor Relations department at investor@staples.com or by calling (800) 468-7751.
www.staplesannualmeeting.com STAPLES 1
 VOTING ROADMAP
YOUR VOTE IS VERY IMPORTANT
All shareholders are cordially invited to attend the 2017 Annual Meeting Information
Meeting in person.
Admission Date Time

June 12, 2017 4:00 p.m., local time
A government-issued photo identification such as a driver’s
license, state-issued ID card or passport, will be required to Location
attend in person. Please note that if you are a beneficial owner,
Teaneck Marriott at Glenpointe
you will also need to bring a copy of a brokerage statement
100 Frank W. Burr Boulevard, Teaneck, New Jersey
reflecting your stock ownership in Staples as of the record
date to be allowed into the meeting.
Voting Matters How To Vote
Further Advance Voting Methods

Board Information
Item Recommendation (page) Internet
(1) To elect ten members of the FOR each 18
Board of Directors to hold director nominee
office until the 2018 Annual
Meeting of Shareholders
or until their respective
successors have been elected www.proxyvote.com
or appointed.
Toll-free Telephone Mail
(2) To approve, on an advisory FOR 56
basis, named executive officer
compensation.
(3) To hold an advisory vote Frequency of 56
on the frequency of future 1 YEAR
executive compensation 1-800-690-6903 Follow instructions on your
advisory votes. voting form
(4) To approve the Company’s FOR 57
Amended and Restated
Executive Officer Incentive
Plan.
(5) To ratify the selection by the FOR 60
Audit and Finance Committee of
Ernst & Young LLP as Staples’
independent registered public
accounting firm for the current
fiscal year.
Our Annual Meeting Website
Staples 2017 Annual Meeting materials are available in one place at www.staplesannualmeeting.com. There,
you can download electronic copies of our Proxy Statement and 2016 Annual Report, and use the link to vote.
Scan this QR code with your mobile device to access our 2017 Annual Meeting website.
2 STAPLES Notice of Annual Meeting of Stockholders

 PROXY STATEMENT SUMMARY
This summary highlights certain information that is covered elsewhere in the Proxy Statement. You are encouraged to read our
complete Proxy Statement before voting.
DIRECTOR NOMINEE HIGHLIGHTS

Director Other Public
Name, Primary Occupation Age Independent since Company Boards
Drew Faust
President, Harvard University 69 YES 2012 —
Curtis Feeny
Managing Director, Voyager Capital 59 YES 2016 1
Paul-Henri Ferrand
Vice President, Google, Inc. 53 YES 2015 —
Shira Goodman
CEO, Staples, Inc. 56 NO 2016 1
Deborah Henretta
Senior Advisor, SSA & Company and General Assembly 55 YES 2016 3
Kunal Kamlani
President, ESL Investments, Inc. 44 YES 2015 1
John Lundgren
Former Chairman and CEO, Stanley Black & Decker, Inc. 65 YES 2016 1
Robert Sulentic
President and CEO, CBRE Group, Inc. 60 YES 2007 1
Vijay Vishwanath
Partner, Bain & Company 57 YES 2007 —
Paul Walsh
Senior Managing Director, Calera Capital 67 YES 1990 —
Developing an Effective Board

The Staples Board of Directors (the “Board”) has strong governance practices and is dedicated to continuous improvement. We
seek to achieve an effective balance of relevant skills, experience, qualifications and personal qualities in Board composition,
and have significantly refreshed our Board in the past two years. Our priority is to bring areas of expertise together in the Staples
boardroom for the benefit of Staples and the creation of sustainable long-term shareholder value. We seek to ensure that the
Board and its committees are high-functioning, including through annual rigorous Board and committee evaluations.
Relevant Skills Director Tenure Balance

Our Board nominees bring together extensive experience in e-commerce/marketing, Over 10 years: 1 Less than
M&A / integrations, retail, international operations, strategy and other areas. See page 18 5 years: 6
for an overview of the Board’s experience as a whole, and individual director biographies
beginning on page 19, to learn more about our nominees’ respective skills and qualifications.
Experience
Our Board nominees have broad leadership experience serving in senior roles in
corporations, academia and on public and private boards. 5 to 10 years: 3
Personal Qualities
Board Independence
Our Board nominees exhibit high integrity, self-awareness, respect, independence of mind, Executive: 1 Independent: 9
and have the capacity to function effectively in challenging situations.
Diversity
Our Board nominees bring diversity in its broadest sense – not merely diversity of background
and skills, but also diversity of age, gender, and ethnicity to offer and understand multiple
perspectives.
Independent Executive
PROXY STATEMENT SUMMARY
BOARD AND CORPORATE GOVERNANCE

DEVELOPMENTS
The Staples Board is committed to highly effective corporate governance that is responsive to shareholders, and on seeing to it
that the Company delivers on its strategy.
Shareholder Outreach
For many years, Staples has conducted a formal shareholder responsibility investors. In 2016, we engaged in constructive
outreach program to listen to investor perspectives on dialogues over the course of the year with shareholders
corporate governance, our executive compensation program, representing approximately 40% of our shares outstanding,
sustainability and other matters. Twice yearly, we formally and with proxy advisory firms, with direct involvement from
solicit feedback from institutional investors including asset two of our directors.
managers, public and labor union pension funds, and social
Timeline of Selected Corporate Governance Events
2017 > Threshold to call special shareholder meeting reduced from 25% to 15% of outstanding shares
Elected an independent Chairman of the Board, in line with our Independent Chair Policy
2016 > Executive Compensation – In response to shareholder feedback, changed the award structure for our performance share
awards to three-year cumulative goals instead of annual performance goals over a three-year period. In connection with
this change, adjusted the long-term incentive pay mix to be 2/3 performance share awards, and 1/3 restricted stock unit
awards that vest over three years, to bring us in line with market practice and facilitate recruitment and retention
2015 > Implemented proxy access at 3%/3 years, through a by-law amendment to allow shareholder director nominations
Adopted a formal severance policy to limit executive severance to 2.99 times base salary plus target annual cash
incentive award. The policy does not include equity awards
Adopted Independent Chair Policy to require that we have an independent Chair of the Board, whenever possible
2013 > Restructured our executive compensation program to increase performance-based elements in response to shareholder
feedback on compensation and to strengthen alignment with reinvention strategy
2012 > Shareholder right to act by written consent implemented
Enhanced transparency on political contributions and government activities
2009 > Shareholder right to call special meetings implemented with 25% threshold
2008 > Adopted a majority vote standard for the election of directors with a plurality carve-out for contested elections
Eliminated supermajority vote requirement for mergers and other matters from company charter
2007 > Declassified board to establish annual elections of all directors
Additional corporate governance features are highlighted beginning on page 8 of this proxy statement.

CORPORATE RESPONSIBILITY HIGHLIGHTS

Staples recognizes the close connection between our success and our ability to make a positive impact on society, our associates
and the planet. Giving back to communities, embracing a culture of diversity and inclusion, sustaining the environment, and
practicing sound ethics aren’t just the right thing to do. These efforts help make us an employer and neighbor of choice, differentiate
our brand, and support profitable and responsible growth. For more information, visit www.staples.com/responsibility.
Community Diversity & Inclusion

•
Enabling associates globally to direct funds to •
Focusing on building an inclusive and diverse, high-
organizations they care about through the 2 Million & performing workforce that reflects all segments of our
Change grant program society
•
Helping communities impacted by disasters, including •
Emphasizing a culture that empowers associates and
support through Staples Emergency Education Fund with encourages collaboration, flexibility and fairness
Save the Children
• Leveraging Associate Resource Groups to promote our
• Supporting associate participation in community volunteer Employer of Choice strategy, create awareness and
activities increase business value
• Inspiring customers to donate through cause marketing •
Increasing the number of diverse companies we work
and disaster relief campaigns with and expanding our product portfolio from diverse
businesses
Environment Ethics
• Aligning our efforts with global sustainability strategy and •
Supporting our culture of high integrity by continually
20/20 performance goals to benefit the environment, our promoting our Code of Conduct and Ethics and
customers and our business Compliance Program
•
Offering customers eco-responsible products and • Training associates to ensure familiarity with relevant laws
providing free recycling and other environmental services and company policies
•
Improving operational environmental footprint by • Auditing suppliers of own brand products for adherence to
increasing energy efficiency and renewable energy use, our Supplier Code of Conduct to support ethical sourcing
and eliminating waste practices
EXECUTIVE COMPENSATION
In May 2016, we launched our Staples 20/20 strategic plan with four key priorities to transform Staples and get our company back
to sustainable sales and earnings growth. The Compensation Committee of the Board sets rigorous financial metrics tied directly
to the success of our strategy and the creation of long-term shareholder value.
For more information about our strategy and 2016 highlights, see “Business Overview” in the “CD&A” section of this
proxy statement.
We are committed to an executive compensation program that is consistent with current best practices:
Things We Do Things We Don’t Do

• Strong alignment of pay and performance • No employment agreements
• 89% of CEO compensation is “at risk” • No excise tax gross-ups in executive severance
• Both short- and long-term programs include performance goals agreements
• Rigorous, objective financial metrics on annual and performance- • No pension plan
based long-term awards that are closely tied to business strategy • No private plane
• Cumulative three-year goals in the long-term incentive program • Minimal executive perquisites
• 3-year relative TSR modifier in performance-based long–term
awards
• Strong stock ownership guidelines (5x salary for CEO, up to 4x
for other NEOs)
• Double trigger change in control provisions in severance
agreements
• Policy requiring shareholder approval for executive severance in
excess of certain limits
• Clawback policy
• Anti-hedging policy
 TABLE OF CONTENTS
page page
CORPORATE GOVERNANCE 8 APPROVAL, ON AN ADVISORY BASIS, OF NAMED

EXECUTIVE OFFICER COMPENSATION (ITEM 2 ON
Highlights 8 THE PROXY CARD) 56
Director Independence 9
Certain Relationships and Related Party Transactions 10 ADVISORY VOTE ON THE FREQUENCY OF FUTURE
EXECUTIVE COMPENSATION ADVISORY VOTES
Board Leadership Structure 11 (ITEM 3 ON THE PROXY CARD) 56
Meetings and Committees of Our Board 11
Risk Oversight by the Board of Directors 14 APPROVAL OF AMENDED AND RESTATED EXECUTIVE
OFFICER INCENTIVE PLAN (ITEM 4 ON THE
Strategy 15
PROXY CARD) 57
Diversity 15
Sustainability 16 RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 5 ON
Evaluation 16
THE PROXY CARD) 60
Director Candidates 16
Communicating with Our Board 17 Report of the Audit and Finance Committee of the
Board of Directors 60
ELECTION OF DIRECTORS (ITEM 1 ON THE Independent Registered Public Accounting Firm’s Fees 61
PROXY CARD) 18
BENEFICIAL OWNERSHIP OF COMMON STOCK 62
Director Biographies 19
INFORMATION ABOUT THE ANNUAL MEETING,
DIRECTOR COMPENSATION 24 VOTING AND OTHER SHAREHOLDERS MATTERS 64
2016 Compensation 24
APPENDIX A: AMENDED AND RESTATED EXECUTIVE
Outstanding Director Awards 26 OFFICER INCENTIVE PLAN A-1
EXECUTIVE COMPENSATION AND COMPENSATION
DISCUSSION AND ANALYSIS 27
Executive Summary 27
2016 Compensation Program 34
Compensation Process 40
Other Matters 42
Compensation Committee Report 44
Executive Compensation Tables 45
Equity Compensation Plan Information at 2016 Fiscal Year End 55
Compensation Committee Interlocks and Insider Participation 55
Section 16(a) Beneficial Ownership Reporting Compliance 55

STAPLES, INC.
500 Staples Drive
Framingham, Massachusetts 01702
PROXY STATEMENT
For the Annual Meeting of Shareholders on June 12, 2017
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of Staples, Inc.
(“we,” “us,” “Staples” or the “Company”) for use at the Annual Meeting of Shareholders (“2017 Annual Meeting” or the “Annual
Meeting”) to be held on June 12, 2017 beginning at 4:00 p.m., local time, at the Teaneck Marriott at Glenpointe, 100 Frank W.
Burr Boulevard, Teaneck, New Jersey and at any adjournment or postponement of that meeting. On or about April 28, 2017,
we are mailing these proxy materials together with an annual report, consisting of our Annual Report on Form 10-K for the fiscal
year ended January 28, 2017 (the “2016 fiscal year”) and other information required by the rules of the Securities and Exchange
Commission (the “2016 Annual Report”).
 CORPORATE GOVERNANCE
HIGHLIGHTS
We are committed to leading corporate governance practices •
Pro-actively adopted many important governance
that are in the best interests of our business and all of our initiatives, such as majority voting, an enhanced political
shareholders. For example, we have: contributions policy, a compensation recoupment policy
and our commitments to ethics, community and giving,
• Developed a successful shareholder outreach program. the environment and diversity and inclusion.
• Demonstrated a consistent track record of listening and

responding thoughtfully to feedback.
Shareholder Outreach Program

We have conducted a formal corporate governance Elected Independent Chair of the Board – We have a
outreach program for many years. We solicit feedback from policy to require that we have an independent Chair of the
our institutional investors regularly, including from asset Board whenever possible, which would apply once Ronald
managers, public and labor union pension funds and allied Sargent, our former Chairman and CEO, retired or no longer
organizations and social responsibility investors. We seek served as Chairman of the Board. Mr. Sargent left at the end
to hear perspectives on various governance matters, our of the 2016 fiscal year and our Board elected Robert Sulentic,
executive compensation program, sustainability and other our then-serving Independent Lead Director, as Independent
matters. Consistent with prior practice, during the last year, Chairman of the Board.
we engaged in constructive dialogues with shareholders
representing approximately 40% of our outstanding shares. Executive Compensation – We received positive
The Chair of our Nominating and Corporate Governance shareholder feedback in 2016 for our recent enhancements
Committee and Chair of our Compensation Committee to our executive compensation program. In particular in 2016:
participated in the outreach program and heard directly from
some of our shareholders and proxy advisory firms. We share •
We implemented 3-year cumulative goals in our long-
the feedback we receive with our Nominating and Corporate term incentive program in direct response to shareholder
Governance Committee and Compensation Committee, as feedback. At the same time we introduced restricted
well as with the entire Board. stock units vesting over three years as 1/3 of our long-
term incentive pay mix to bring us in line with market
Recent Corporate Governance practice and facilitate recruitment and retention.
Enhancements • We set our new CEO’s total target compensation at the
25th percentile of our peer group companies, with the long-
In response to feedback from our shareholders, our Board
term incentive arrangement to be 100% performance-
made the following corporate governance enhancements over
based.
the last year:
For more information about shareholder outreach with respect
Reduced Threshold to Call Special Shareholder Meeting –
to compensation matters, see the “CD&A” section of this
At our 2016 Annual Meeting of Shareholders, a majority of our
proxy statement.
shareholders voted for a shareholder proposal to reduce the
percentage of outstanding stock required for shareholders to
call a special meeting from 25% to 15%. We reached out to
our shareholders in the fall of 2016 to hear their feedback on
the proposal. In response to the shareholder vote and related
feedback, we amended our by-laws to reduce the threshold
from 25% to 15%.

CORPORATE GOVERNANCE
You can learn more about our current corporate governance mentioned in this proxy statement is not incorporated by
program and review our Corporate Governance Guidelines reference herein. We also recognize that corporate governance
(“Guidelines”), committee charters, Corporate Political is not static, and we continue to evaluate our policies and
Contributions and Government Activity Policy Statement, Code practices to meet ongoing developments in this area. Some
of Conduct and other significant policies at http://investor. highlights of our corporate governance policies and practices
staples.com/phoenix.zhtml?c=96244&p=irol-govhighlights. are set forth below.
The information at such website and the other websites
Shareholder Rights • Proxy Access (3%/3 years)

• Annual election of directors
• Majority voting in uncontested director elections
• No rights plan without shareholder approval
• No supermajority voting requirements
• Shareholders can call special meetings (15% ownership threshold)
• Shareholders can act by majority written consent
Board Features • All independent directors (other than CEO)
• Diverse board
• Independent Board Chair, in line with Independent Chair policy
• Annual CEO evaluation by independent directors
• Robust annual board self-evaluation and succession planning process
Other Features • Transparent reporting of political contributions and lobbying and trade association activities
• Recognized leader in sustainability matters
• Responsible ethical sourcing program
DIRECTOR INDEPENDENCE
Our Board of Directors, in consultation with our Nominating • We have not employed or otherwise compensated any
and Corporate Governance Committee, determines which of family members (within the meaning of the NASDAQ
our directors are independent. Our Guidelines provide that listing standards) of the independent directors during the
directors are “independent” if they (1) meet the definition of past three years.
“independent director” under the NASDAQ listing standards
and (2) in our Board’s judgment, do not have a relationship with •
None of the independent directors or their family
Staples that would interfere with the exercise of independent members is a partner of our independent registered public
judgment in carrying out their responsibilities. Our Nominating accounting firm or was a partner or employee of such firm
and Corporate Governance Committee periodically reviews the who worked on our audit during the past three years.
independence standards in our Guidelines and recommends
changes as appropriate. • None of our executive officers is on the compensation
committee of the board of directors of a company that
In accordance with our Guidelines, our Board has determined has employed any of the independent directors or their
that all of our directors and nominees are independent except family members during the past three years.
Ms. Goodman, who is our CEO. In determining independence,
our Board considered all the available relevant facts and • No family relationships exist between any of our directors
circumstances, including the following: or executive officers.
• Neither we nor any subsidiary has employed or otherwise •

During the past three years, none of our directors or
compensated the independent directors other than for executive officers has had a material direct or indirect
service on our Board and its committees during the past business relationship with us or engaged in a “related
three years. party transaction” as described below.
CERTAIN RELATIONSHIPS AND RELATED PARTY

TRANSACTIONS
Our written Code of Conduct sets forth the general principle to companies or organizations affiliated with our current
that our directors, executive officers and other associates independent directors. All transactions reported with director-
should avoid any situation that could be perceived as a affiliated companies were in the ordinary course of business,
conflict of interest, regardless of the dollar amount involved. without involvement of the director and on arm’s length
This principle is also reflected in our written Guidelines and business terms. Below is a list of companies and institutions
the written materials that we use to educate associates with which our current independent directors were affiliated
about conflicts of interest. For example, under the Guidelines, in fiscal year 2016 and from which we received greater than
if an actual or potential conflict of interest develops for any $120,000 for providing our supplies or services:
reason, including, without limitation, because of a change in
business operations of the Company or because of a director’s • Bain & Company
circumstances, the director should immediately report the
matter to our General Counsel, who should then report • Briad Group
the matter to the Nominating and Corporate Governance
Committee for review and determination. In the event there is • BritishAmerican Business
a significant conflict, the director should resign or the conflict
must be resolved. Additionally, under the Guidelines, any • Bryn Mawr College
director who wishes to join the board of directors of another
company must provide written notice to the chairperson of the • CBRE Group, Inc.
Nominating and Corporate Governance Committee. The chair
of the Nominating and Corporate Governance Committee, • Corning, Inc.
after consultation with our General Counsel, will then
respond to the director with a resolution. We also ask each
• F.C. Stone
of our executive officers and directors to fill out questionnaires
every year to help enable us to identify if a potential conflict
of interest exists. Our Code of Conduct, Guidelines and the • Google, Inc.
charters for all the committees of our Board are available at
www.staples.com in the Corporate Governance section of the • Joslin Diabetes Center
Investor Information webpage.
• Meritage Homes
The Nominating and Corporate Governance Committee is
responsible for reviewing, approving or ratifying any related • Schnitzer Steel Industries
party transactions. We define “related party transactions”
as transactions with a value of more than $120,000 and in • Sears Holdings Corporation
which (i) Staples and any of our directors, director nominees,
executive officers, 5% shareholders and their immediate • TJX Companies, Inc.
family members are participants, and (ii) such participants
have a direct or indirect material interest. In the course of • University of Washington
reviewing whether or not the participants should be deemed
to have a direct or indirect material interest, the Nominating The amounts received by us in fiscal year 2016 for the sale of
and Corporate Governance Committee reviews the presence office supplies and related services to these companies range
of standard prices, rates, or terms consistent with arms- from approximately $127,000 to approximately $24.9 million
length dealings with unrelated third parties; the materiality of and the median amount received from such sales was
the transaction to each party; the reasons for entering into approximately $590,000. In each case, the amount was
the transaction; the potential effect of the transaction on the immaterial to both Staples and the company purchasing the
status of an independent director; and any other factors the goods and services. The largest amount of approximately
Nominating and Corporate Governance Committee deems $24.9 million represents approximately 0.001% of our revenues
relevant. If a transaction is deemed to be a related party based on sales for the fiscal year ended January 28, 2017
transaction, the procedures for approval or ratification of such of approximately $18.2 billion. The largest amount includes
a transaction are the same as for actual or potential conflicts of approximately $22 million of purchases under a global
interests involving directors and are set forth in the Guidelines. corporate service agreement that benefited and provided for
purchases by third parties.
For fiscal year 2016:
In addition, in 2016 we paid approximately $70 million to
Google, Inc. for marketing, IT services and products that we
• We had no related-party transactions.
purchase for re-sale. We also purchased products and services
from CBRE Group, Inc. and Rochester Institute of Technology
• There were no transactions that affected our directors’ for approximately $4.3 million and $257,000, respectively.
independence.
In all instances, whether we provided or received the products
• There were no violations or waivers of our Code of or services, no director or executive officer had a direct or
Conduct with respect to our directors or executive officers. indirect material interest in the transaction. The Nominating
and Corporate Governance Committee determined that none
In an effort to provide greater transparency to our shareholders, of these transactions were “related party transactions” and
we provide the following additional information about sales of that such transactions would not interfere with the exercise
office supply products or related services, such as copying, of independent judgment in carrying out the responsibilities of
branding of promotional products or technology services, a director.

BOARD LEADERSHIP STRUCTURE

Our Board of Directors determines its leadership structure • Provides leadership to the Board, including in the event
annually based on a recommendation of the Nominating and of a crisis.
Corporate Governance Committee. In January 2017, Ronald
Sargent retired as Chairman of the Board and we elected •
Facilitates communications and serves as a liaison
Robert Sulentic, our then-serving Independent Lead Director, between independent directors and the CEO.
as Independent Chairman of the Board, in accordance with
our policy to require that we have an independent Chair of • Collaborates with the CEO to prepare the agenda for each
the Board whenever possible. The Board believes that its board meeting and approves the schedules, agendas and
current leadership structure assures the appropriate level information provided to the Board for each meeting.
of management oversight and independence, and that
Mr. Sulentic’s election as Independent Chairman will serve to • Coordinates the annual performance review of the CEO.
enhance the role he played as Independent Lead Director.
• Serves as representative of the independent directors for
Our Independent Chairman has the following responsibilities: consultation and direct communication, if requested by a
major shareholder.
• Authority to call meetings of independent directors.
• Authority to retain independent advisors on behalf of the
• Presides at all meetings of the Board, including executive Board.
sessions of the independent directors.
• Works with the Nominating and Corporate Governance
•
Assures that meetings with the independent directors Committee on matters relating to corporate governance,
are held in executive sessions, typically after every Board Board performance and succession planning.
meeting, but in all circumstances at least twice a year.
MEETINGS AND COMMITTEES OF OUR BOARD

Our Board of Directors held a total of eleven meetings during In 2016, the Board also formed an Ad Hoc Committee to
our 2016 fiscal year. The number of meetings held by each of assist the Nominating and Corporate Governance Committee
the committees of our Board during our 2016 fiscal year is set by overseeing CEO succession planning, and considering
forth below under the description of each committee. During internal and external candidates for the position. Drew Faust
our 2016 fiscal year, all of the directors attended at least 75% chaired the Ad Hoc Committee, whose other members were
of the aggregate number of Board meetings and meetings of Kunal Kamlani and Carol Meyrowitz. From March 2016 to
committees on which they served. Our Guidelines provide that September 2016, when we announced the appointment of
directors are encouraged to attend the Annual Meeting, and Shira Goodman as our new, permanent CEO, the Ad Hoc
all of our current directors attended last year’s annual meeting. Committee met 15 times.
Our Board has four standing committees: the Audit and Finance Our Executive Committee did not meet in 2016. Robert
Committee, the Compensation Committee, the Nominating Sulentic, our independent Chairman, chairs the Executive
and Corporate Governance Committee, and the Executive Committee, whose other members are Curtis Feeny, Shira
Committee. In June 2016, we combined our separate Goodman, Paul Walsh and Vijay Vishwanath, our CEO and the
Finance Committee (which met twice in 2016) with the Audit Chairs of our other standing Board committees. The Executive
Committee to form the Audit and Finance Committee. The Committee is authorized to exercise all of the powers of our
Chair of each committee, as a matter of regular practice and Board in the management and affairs of Staples, with certain
to the extent possible, reviews committee meeting materials exceptions. A quorum can be established by the presence of
with management in advance of each Board committee a majority of the members of the Executive Committee. It is
meeting. Each of our standing Board committees operates intended that the Executive Committee will take action only
under a written charter adopted by our Board, a copy of which when reasonably necessary to expedite our interests between
is available at www.staples.com in the Corporate Governance regularly scheduled Board meetings, and shall report to the
section of the Investor Information webpage. full Board as soon as practicable following any actions taken.

Audit and Finance Committee
“The Audit and Finance Committee’s focus on risk

management is a critical element of guiding the Company
through its strategic transformation.”
Curtis Feeny*
Chairperson
Other Committee Introduction

Members The Audit and Finance Committee meets separately with our independent registered public
Paul-Henri Ferrand accounting firm, management and our internal auditors. The members of the Audit and Finance
Kunal Kamlani* Committee are independent directors, as defined by its charter and the rules of the SEC and
John Lundgren* NASDAQ Stock Market.
Meetings in 2016 Key Objective

4 in person, 7 The Audit and Finance Committee assists our Board in overseeing our accounting and financial
telephonic reporting processes, the integrity of our financial statements, our compliance with legal and
regulatory requirements, our independent registered public accounting firm’s qualifications and
independence, and the performance of audits by our internal audit team and our independent
registered public accounting firm. The Audit and Finance Committee also assists in overseeing our
capital structure and related policies, including our financings and uses of capital.
Further Areas of Responsibility
3 Oversees our internal controls, including our disclosure controls and procedures and internal
control over financial reporting, on behalf of the Board.
3 Assists the Board in its oversight of our policies and practices with respect to risk assessment
and risk oversight, including discussing and approving the risk management framework used in the
Company’s enterprise risk management (“ERM”) program.
3 Reviews and discusses risk related to technology and cybersecurity and reviews and oversees our
response to significant data security incidents.
3 Establishes escalation and oversight procedures for the treatment of complaints regarding
accounting, internal accounting controls or auditing matters, including procedures for confidential
and anonymous submission by our associates of concerns regarding questionable accounting,
internal accounting controls or auditing matters.
3 Monitors the function of our ethics program, including compliance with our Code of Ethics.
3 Prepares the Audit and Finance Committee Report required under the rules of the SEC.
3 Reviews financial transactions, entry into swaps, dividend policy, hedging policy and share
repurchase program.
2016 Highlights
The 2016 Report of the Audit and Finance Committee of the Board of Directors is included in
the Ratification of Selection of Independent Registered Public Accounting Firm section of this
proxy statement. In 2016, in connection with its quarterly earnings review, the Audit and Finance
Committee focused on our 20/20 strategy and the related estimates, charges and guidance. As part
of the ERM process, the Committee continued its oversight of the Company’s information security
enhancements being implemented by the Global Technology team. The Committee also provided
oversight of management in connection with its quarterly review of our internal controls. In addition,
* Audit committee
the Committee played an integral role in overseeing the renewal of our revolving credit facility, as well
financial expert
as the execution of a definitive agreement for divestiture of our European business operations, and
under the rules of
other merger and acquisition activity in 2016.
the SEC

Compensation Committee
“Our executive compensation policies are designed to be

tightly linked to performance and the creation of long-term
value for our shareholders. We have a track record of soliciting
and responding to investor feedback as evidenced by
Paul Walsh
changes to our compensation program in recent years.”
Chairperson

Members
The members of the Compensation Committee are independent directors, as defined by its charter
Deborah Henretta
and the rules of the SEC and NASDAQ Stock Market. For more information about the responsibilities
Carol Meyrowitz
of our Compensation Committee, see the “CD&A” section of this proxy statement.
Meetings in 2016
Key Objective
4 in person, 2
telephonic The Compensation Committee’s responsibilities include recommending to the Board our
compensation philosophy and policies for senior management and aligning our compensation with
business objectives, individual performance and the interests of our shareholders. The Compensation
Committee sets the compensation levels of executive officers, including our CEO, establishes and
administers our equity and cash incentive plans and authorizes awards under such incentive plans.
3 Establishes and oversees the administration of our employee stock purchase plans, retirement
plans and other employee benefit plans (other than ERISA-governed broad-based benefit plans
where administration is otherwise provided in the governing plan document).
3 Oversees risks associated with the company’s compensation policies and practices and evaluates
the compensation program to help ensure that it does not encourage excessive risk-taking.
3 Reviews and makes recommendations with respect to non-management Board compensation.
3 Administers our clawback policy.
3 Prepares the Compensation Committee Report required under the rules of the SEC.
2016 Highlights
The 2016 Compensation Committee Report is included in the Compensation Committee Report
section of this proxy statement. In addition, in 2016, the Compensation Committee conducted
its annual pay for performance alignment analysis, peer benchmarking and risk assessment. In
response to shareholder feedback, the Compensation Committee dedicated significant time to
implementing cumulative 3-year goals in our long-term incentive program in 2016, that are tied to
our 20/20 strategy and the creation of long-term shareholder value. In 2016, the Compensation
Committee also engaged in a detailed analysis of our new CEO’s compensation package to ensure
alignment with shareholder interests.

Nominating and Corporate Governance Committee
“Our top priority is to align the skills and experience of our

directors and our Board leadership structure to support our
strategic reinvention and the best interests of shareholders
over the long-term.”
Vijay Vishwanath
Chairperson

Members
The members of the Nominating and Corporate Governance Committee are independent directors,
Drew Faust
as defined by its charter and the rules of the NASDAQ Stock Market.
Robert Sulentic
Key Objective
Meetings in 2016
4 in person, 1 The Nominating and Corporate Governance Committee’s responsibilities include providing
telephonic recommendations to our Board regarding leadership structure, nominees for director, membership
on our Board committees, and succession matters for our CEO. An additional function of the
Nominating and Corporate Governance Committee is to develop and recommend to our Board our
Corporate Governance Guidelines and to assist our Board in complying with them.
3 Oversees the self-evaluation of our Board and committees to assess whether they are functioning
effectively.
3 Coordinates the formal evaluation of our Chairman, the CEO and other specified officers.
3 Reviews and resolves conflict of interest situations and related party transactions.
3 Oversees our political contributions and recommends to our Board any proposed revisions to our
Corporate Political Contributions Policy Statement.
2016 Highlights
The Nominating and Corporate Governance Committee spent significant time in 2016 managing
board succession planning and the recruitment process for the three new directors elected
in 2016. The Committee considered the overall diversity of our Board and met to discuss the
qualifications, feedback, references and other items regarding these directors, and other potential
director candidates. The Committee also coordinated with the Ad Hoc Committee with respect
to CEO succession. In addition, the Committee focused on investor feedback and developing
responsive strategies to benefit all of the shareholders, as well as ways to enhance our director
education practices.
RISK OVERSIGHT BY THE BOARD OF DIRECTORS

Our Board of Directors is ultimately responsible for reviewing the integrity of the Company’s financial statements, and
and approving our risk management strategy and framework cybersecurity, including our response to significant data
and key risk parameters. In terms of overseeing the broader security incidents. At each quarterly Board meeting, the Audit
ERM program, the Audit and Finance Committee, under and Finance Committee reports to the Board on all of its
powers delegated by the Board, is responsible for the review specific activities.
and approval of our risk management framework and ensuring
that appropriate policies and practices are in place for risk Our most senior executives are responsible for collaborating
assessment and management, including that all risk areas with the Audit and Finance Committee to provide oversight
are being monitored by senior management, reported to the of the risk management process and prioritize and validate
Board or appropriate Board committee by senior management key risks. Management is then responsible for implementing
and addressed as needed. The Audit and Finance Committee the Board and Board committee approved risk management
also provides oversight with respect to risks relating to the strategy and for developing policies, controls, processes and
Company’s accounting and financial reporting processes, procedures to identify and manage risks.

Senior members of management make up our Enterprise Risk its discussions with our Vice President of Internal Audit to
Committee, which meets regularly to coordinate information inform its overall view of risk and approve the proposed audit
sharing and mitigation efforts for all types of risks. The Audit schedule for the internal audit group. Our internal audit group
and Finance Committee stays apprised of significant actual identifies, assesses and assists management in addressing
and potential risks faced by Staples and the effectiveness and managing risks by using the Integrated Framework by
of its risk assessment and management process in part the Committee of Sponsoring Organizations of the Treadway
through detailed presentations at least twice a year from the Commission (2013), also known as the COSO framework.
Vice President of Internal Audit as the representative of the
Enterprise Risk Committee. In 2016, management presented The Audit and Finance Committee administers its risk
to the Audit and Finance Committee the results of its enterprise oversight role through the Board committee structure as
wide review of the major financial, operational and legal risks well. Each Board committee is responsible for monitoring
facing the company. For the most important risks, the CFO and reporting on the material risks associated with its
and Vice President of Internal Audit presented their mitigation respective subject matter areas of responsibility. The Audit
strategies, which had been reviewed by the Enterprise Risk and Finance Committee oversees risks related to our
Committee. Management also reviewed with the Audit and accounting and financial reporting processes, the integrity
Finance Committee its ERM methodologies for identifying and of our financial statements, capital policies and practices,
prioritizing financial, operational and legal risks and discussed and financial transactions, the Nominating and Corporate
the top level risks and related risk management. Governance Committee oversees risks related to corporate
governance, including director independence and related
In 2016, as part of the ERM process, significant attention party transactions, and as discussed in the “CD&A” section of
was given to implementation of the Company’s information this proxy statement, the Compensation Committee oversees
security strategy. The Audit and Finance Committee provides risks related to our compensation programs, including
oversight to management with respect to network security an annual review and risk assessment of the Company’s
enhancements and other projects underway by the Global compensation policies and practices for all associates and
Technology team. a risk assessment in connection with any changes to our
compensation program.
Independent of the enterprise risk management process, the
Audit and Finance Committee is made aware of risks as a In addition, the Board and the Audit and Finance Committee
result of being briefed in person regularly by our Vice President receive presentations throughout the year from management
of Internal Audit, as well as an annual briefing and quarterly regarding specific potential risks and trends as necessary. At
reports by our Director of Global Compliance on compliance each Board meeting, the Chairman and CEO addresses in
and ethics matters. These reports also are provided to a directors only session matters of particular importance or
the Board. The Audit and Finance Committee also meets concern, including any significant areas of risk requiring Board
regularly with the General Counsel and at least quarterly, in attention. We believe that the practices described above
executive session, alone with the Vice President of Internal facilitate effective Board oversight of our significant risks.
Audit. The Audit and Finance Committee uses the results of
STRATEGY
At its regularly-scheduled meeting in June of each year, Staples 20/20 strategy and related initiatives. Individual Board
our full Board reviews the Company’s near- and long-term committees also consider strategic matters that fall within their
strategies in detail. The meeting is typically held off-site areas of focus, such as our Audit and Finance Committee’s
and includes presentations by and discussions with senior involvement in the divestitures of our European and Australian
management regarding strategic initiatives. The Board remains operations as part of our strategic priority to focus on North
involved in strategic planning throughout the year, engaging America, and report to the full Board at regularly scheduled
with management to review progress of and challenges to quarterly meetings. Our independent directors also meet in
the Company’s strategy, and to approve specific initiatives. regularly scheduled executive sessions without management
In 2016, our Board and Committees devoted significant present, at which strategy is discussed.
additional time throughout the year to review and discuss the
DIVERSITY
Diversity has always been very important to us. We strive to of the Board, and diversity is one of the factors used in
offer an inclusive business environment that offers diversity of this assessment. Not only does the Board view diversity of
people, thought and experience, as well as diverse suppliers. experience, industry, skills and tenure as important, but also
This also holds true for our Board of Directors. Our Board is of age, gender and ethnic backgrounds. Since 2012, we have
committed to seek out highly qualified women and individuals added eight new directors to our Board. These new directors
from diverse groups to include in the candidate pool of Board include three women, one Hispanic, and one Asian. The Board
nominees, as reflected in our Guidelines. Additionally, the Board is also provided with an annual report on diversity initiatives
annually reviews the appropriate skills and characteristics and Staples’ approach and progress on such initiatives.
of the Board members in light of the current composition

SUSTAINABILITY
In addition to our governance best practices, we have We were the first company in our industry to offer a national
integrated leading environmental and social initiatives and electronics recycling program. Last year, we helped our
programs in all facets of our operations. We are a recognized customers recycle more than 25 million pounds of office
leader in environmentally-friendly business practices and have technology and 50 million ink cartridges globally across
a long history of sourcing and selling eco-conscious products, our markets.
providing recycling and green services, maximizing our energy
efficiency and renewable use energy, and eliminating waste. With a large portfolio of facilities and vehicles, Staples
We believe these efforts differentiate our brand, provide us recognizes the significance of the energy usage and carbon
with a competitive advantage, and support our Staples 20/20 emissions impacts of our operations. Reducing these impacts
strategic priorities which include accelerating mid-market has been a cornerstone of our long-term sustainability
growth in North America, rationalizing excess capacity and initiatives. In 2016, we ended the year with 643 buildings
preserving profitability in North American Retail, and driving certified to the ENERGY STAR standard, which represents
profit improvement and cost reduction across our company. 51% of active buildings in the US. By 2020, our goal is to
reduce electrical intensity by 25% and total carbon emissions
In 2016, we sold over $4 billion in products with environmental by 50% from 2010 levels.
features. Staples has a growing portfolio of sustainable
products, including Staples Brand. These products help We also partner directly with more than 2,200 suppliers,
meet the changing needs of our customers. Today, Staples both large and small, to support a large, complex and
offers more than 13,000 eco-conscious products across our geographically diverse supply chain. For years, Staples has
delivery and retail businesses. Our strategic account leaders worked with suppliers to advance and improve our offerings
and dedicated sustainable solutions managers can help of greener products. We recently implemented smart-size
develop and execute sustainability programs for our Staples packaging to improve our customer experience and reduce
Business Advantage customers. Our Sustainability Center our carbon footprint to provide customized packaging tailored
on staples.com helps raise awareness about how to identify for individual orders. This allows us to reduce corrugate use
eco-responsible products and makes it easy for customer to by approximately 15% and void fill use by approximately 60%
directly shop for those products. across our entire US network.
EVALUATION
We are committed to maintaining an effective Board that Board Committee Chair. This process allows directors to
represents the best interests of the Company and our anonymously provide feedback on, among other things, (1)
shareholders. We have an annual director self-evaluation Board information, planning, and oversight, (2) Board structure
process administered by our outside counsel to assess and operation, (3) the Board’s relationship with the CEO and
director performance, Board dynamics and the effectiveness management, (4) Committee structure and operations, and (5)
of the Board and its committees. As part of the process, a director qualifications, preparedness and engagement. The
written survey is developed with input from the Independent Nominating and Corporate Governance Committee, as well
Chairman and each Board Committee Chair. Each director as the full Board, discusses these results in executive session
completes the survey and provides suggestions and feedback and uses them in determining the appropriate mix and skill set
to our outside counsel, who then summarizes the results for Board composition and the nomination process, as well as
of the assessment and provides recommendations for addressing areas where the Board feels it can improve.
improvements, to our Independent Chairman and to each
DIRECTOR CANDIDATES
The process followed by the Nominating and Corporate and background material relating to potential candidates
Governance Committee to identify and evaluate director and interviews of selected candidates by members of the
candidates includes requests to Board members and others Nominating and Corporate Governance Committee and
for recommendations, engaging a professional recruiting firm our Board. The Nominating and Corporate Governance
to help identify and recruit potential candidates, meetings Committee also considers the results of our robust Board self-
from time to time to evaluate biographical information evaluation process.

Shareholder-Recommended Director Candidates

Shareholders may recommend an individual to the Nominating Such information should be submitted to the Nominating and
and Corporate Governance Committee for consideration as Corporate Governance Committee, c/o Corporate Secretary,
a potential director candidate by submitting the following Staples, Inc., 500 Staples Drive, Framingham, Massachusetts
information: (1) the candidate’s name; (2) appropriate 01702. Assuming that appropriate biographical and
biographical information and background materials regarding background material has been provided on a timely basis,
the candidate; and (3) a statement as to whether the shareholder the Nominating and Corporate Governance Committee will
or group of shareholders making the recommendation has evaluate shareholder recommended candidates by following
beneficially owned more than 5% of our common stock for substantially the same process, and applying substantially the
at least a year as of the date such recommendation is made. same criteria, as it follows for candidates submitted by others.
Shareholder-Nominated Director Candidates

Our proxy access by-law allows a shareholder, or a group of of our 2018 Annual Meeting is more than 30 days before or
up to 25 shareholders, owning 3% or more of our outstanding more than 70 days after such anniversary date, notice by the
common stock continuously for at least three years to shareholder must be received no earlier than 120 days prior to
nominate and include in our proxy materials director nominees the 2017 Annual Meeting and not later than the later of (i) the
constituting up to two individuals or 20% of the Board 90th day prior to the 2017 Annual Meeting and (ii) the tenth
(whichever is greater), provided that the shareholder(s) and the day following the day on which public announcement of the
nominee(s) satisfy the requirements specified in Article I, Section date of the 2018 Annual Meeting is made or notice for the
7.4 of our by-laws. Notice of any such nomination must be 2018 Annual Meeting was mailed, whichever occurs first.
received by the Corporate Secretary of Staples at 500 Staples
Drive, Framingham, Massachusetts 01702, not later than the In addition, shareholders have the right under our by-laws to
close of business on the ninetieth (90th) day, nor earlier than directly nominate director candidates, without any action or
the close of business on the one hundred twentieth (120th) recommendation on the part of the Nominating and Corporate
day, prior to the first anniversary of the preceding year’s annual Governance Committee or our Board and without such
meeting. For the 2018 Annual Meeting, notice of proxy access candidates being included in the Company’s proxy materials,
nominations must be received no earlier than February 12, by following the relevant procedures summarized in this proxy
2018 and no later than March 14, 2018. However, if the date statement under the caption “Shareholder Proposals.”
COMMUNICATING WITH OUR BOARD

Our Board will give appropriate attention to written who monitors communications from shareholders and
communications that are submitted by shareholders, and will other interested parties. Copies or summaries of such
respond if and as appropriate. Absent unusual circumstances communications are provided to all directors, if such person
or as contemplated by the committee charters, the Chairperson considers it important and appropriate for all directors to
of the Board (if an independent director), or the Independent know. In general, communications relating to corporate
Lead Director (if one is appointed), or otherwise the Chairperson governance and corporate strategy are more likely to be
of the Nominating and Corporate Governance Committee, forwarded than communications relating to ordinary business
with the advice and assistance of our General Counsel, is affairs, personal grievances and matters as to which we
primarily responsible for monitoring communications from tend to receive repetitive or duplicative communications.
shareholders and other interested parties and for providing In addition, in accordance with our Guidelines, if a meeting
copies or summaries of such communications to the other is held between a major shareholder (including institutional
directors as he or she considers appropriate. investors) and a representative of the independent directors,
the independent Chairman will serve, subject to availability, as
Under procedures approved by our independent directors such representative of the independent directors.
and subject to the advice and assistance from our General
Counsel, communications are forwarded to the Chairperson of Shareholders who wish to send communications on any topic
the Board (if an independent director), the Independent Lead to our Board should address such communications to The
Director (if one is appointed), or otherwise the Chairperson Board of Directors, c/o Corporate Secretary, Staples, Inc.,
of the Nominating and Corporate Governance Committee, 500 Staples Drive, Framingham, Massachusetts 01702.

 ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
The members of our Board are elected for a term of office Each of the current directors consistently has demonstrated
to expire at the next annual meeting (subject to the election their strong work ethic and dedication to Staples, including
and qualification of their successors or the earlier of their coming prepared to meetings, asking insightful questions,
death, resignation or removal). Ten directors, constituting our challenging management’s assumptions, focusing on long
entire Board, are to be elected at the Annual Meeting. One term business strategy, analyzing challenges, evaluating
of our current directors, Carol Meyrowitz, is not standing for solutions and overseeing implementation.
reelection at the Annual Meeting and our Board therefore
determined to reduce the size of the Board from eleven to ten We believe that the composition of the Board, including
upon her departure. the varied tenure of our directors, combines institutional
knowledge and understanding of our business model,
In considering whether to recommend any particular candidate products and services and historical growth strategies with
for inclusion in our Board’s slate of recommended director fresh perspectives and exposure to alternative approaches to
nominees, the Nominating and Corporate Governance business process, which promotes lively Board discussion and
Committee applies the assessment criteria set forth in our effective oversight and problem solving.
Corporate Governance Guidelines. These criteria include
diversity, age and skills such as understanding of the office
products market, the retail industry, e-commerce, finance, Director Tenure Balance
accounting, marketing, technology, risk oversight, international
business and other operational and business knowledge Over 10 years: 1 Less than 5 years: 6
needed to oversee a global multi-channel business. The
principal qualification of a director is the ability to act effectively
on behalf of all of our stockholders.
The Nominating and Corporate Governance Committee

does not assign specific weights to particular criteria, and
no particular criterion is a prerequisite for any prospective
nominee. We believe that the specific skills, qualifications and
experience of our directors, considered as a group, should
provide a mix of knowledge and abilities that will allow our
Board to fulfill its responsibilities.
5 to 10 years: 3
Director Qualifications, Skills and Experience
Audit, Financial Expertise 6
All of our nominees are current or former chief executive
Corporate Governance 3 officers, chairpersons, directors or senior executives of
Consumer and Business Sales 8 large sophisticated corporations, educational institutions, or
E-Commerce / Marketing 6 investors in a broad range of corporations. As such, they have
International Operations 7 a deep understanding of, and extensive experience in, many
areas that are critical to our operation and success. We have
IT Management & Security Technology 4
determined that nominees who have served in these roles have
Leadership and Management 8 extensive experience with one or more of financial statement
M&A / Integration 5 preparation, compensation determinations, compliance,
Real Estate 2 corporate governance, risk oversight, public affairs and
Retail 3 legal matters.
Risk Oversight 5
Below is biographical information of each of the nominees,
Strategy 9 highlighting the particular experience, qualifications, attributes
Supply Chain / Logistics 3 or skills of each nominee that supports the conclusion of the
Nominating and Corporate Governance Committee that these
individuals should serve as directors of Staples.
We believe each nominee in the slate presented below,
through their own personal accomplishments and dedication
to their profession and community, has demonstrated strong
intellectual acumen, solid business judgment, strategic vision,
integrity and diligence.

ELECTION OF DIRECTORS (ITEM 1 ON THE PROXY CARD)
DIRECTOR BIOGRAPHIES
Age: 69 Selected Other Positions
Director Since: 2012 - Director, Harvard Management Company
- Director, Broad Institute
Current Staples Board Committees
- Director, Ragon Institute
- Nominating and Corporate Governance
Education
Skills and Experience
- M. A. and Ph.D., American Civilization,
- Corporate Governance
University of Pennsylvania
- Leadership and Management
- B.A., History, Bryn Mawr College, magna
- International Operations
cum laude with honors
Drew Faust - IT Management and Security
- Risk Oversight
- Strategy
Career Highlights
Dr. Faust is the 28th President of Harvard University. Leading up to her appointment as President in 2007, Dr. Faust served
as the Founding Dean of the Radcliffe Institute for Advanced Study charged with integrating the former Radcliffe College
into Harvard University following the merger in 1999. Before Harvard, Dr. Faust served as the Annenberg Professor of
History at the University of Pennsylvania, where she was a member of the faculty for 25 years. As President of Harvard,
Dr. Faust is responsible for all aspects of Harvard’s academic and administrative activities, which include operations and
research and teaching activities across the globe. Dr. Faust also serves on the board of Harvard Management Company,
which is responsible for investing Harvard’s endowment and related financial assets to produce long term results to
support the education and research goals of the university.
Age: 59 Public Company Boards

Director Since: 2016 Current
- CBRE Group, Inc.
Prior
- Audit and Finance, Executive
- Trammell Crow Company (2000-2006)
Selected Other Positions
- Audit, Financial Expertise
- Board Director, Stanford Federal
- Business Sales
Credit Union
- IT Management and Security
Curtis Feeny - Leadership and Management Education
- Real Estate - M.B.A., Harvard Business School
- Strategy - B.S., mechanical engineering, Texas A&M
University, magna cum laude
Career Highlights
Mr. Feeny has been a Managing Director of Voyager Capital, a venture capital firm, since January 2000. Mr. Feeny has
invested in enterprise software, data center systems, wireless infrastructure and Smart Grid technologies, and represents
Voyager on the boards of several of its privately held portfolio companies. In 2001, Curtis was appointed by President
George W. Bush to the Board of Directors of the Presidio Trust, where he served until 2006. From 1992 through 1999,
Mr. Feeny served as Executive Vice President of Stanford Management Co., which manages the Stanford University
endowment. He was responsible for investing and managing real estate and other asset classes including private equity
and venture capital.

Age: 53 Education
Director Since: 2015 - École Nationale Supérieure des
Télécommunications (ENST)
- Lycée du Parc
- Audit and Finance
- Consumer and Business Sales
- Ecommerce/Marketing
Paul-Henri Ferrand - IT Management and Security
- Strategy
Career Highlights
Mr. Ferrand has served as Vice President and Sector Lead, U.S. Services and Distribution Sector, of Google, Inc., a
global provider of internet related services and products, since May 2014. In his role as the head of Google’s largest
customer sector, Mr. Ferrand leads performance-based advertising sales and related analytics. Before joining Google,
Mr. Ferrand was President, Dell North America, at Dell, Inc., a global technology company, from August 2012 to March
2014, where he was responsible for leading Dell’s business across all of North America, covering all segments (consumer
and business). Mr. Ferrand previously held other positions at Dell, including Global Vice President & GM, Software and
Peripherals from September 2011 to August 2012, President Dell Asia-Pacific-Japan from July 2010 to September
2011, Chief Marketing Officer, Dell Consumer, Small and Medium Business from January 2009 to September 2011, and
President Dell APACs from March 2004 to December 2008. Before Dell, Mr. Ferrand served in various management
positions at Nokia, Alcatel-Lucent and AT&T.

Current
Director Since: 2016
- CarMax Inc.
Current Staples Board Committees Prior
- Executive - The Stride Rite Corporation (2002-2007)
Skills and Experience Education

- Consumer and Business Sales - J.D., Harvard Law School
- Corporate Governance - S.M., Management Science,
- Ecommerce/Marketing Massachusetts Institute of Technology
Shira Goodman - B.A., Economics and Near Eastern Studies,
- Strategy Princeton University
- Supply Chain/Logistics
Career Highlights
Ms. Goodman has served as President and Chief Executive Officer since September 2016. Ms. Goodman served in roles
with increasing responsibility at Staples since joining the company in 1992, including President and interim Chief Executive
Officer from June 2016 to September 2016, President, North American Operations from January 2016 to June 2016,
and President, North American Commercial since February 2014. Prior to that, she served as Executive Vice President
of Global Growth since February 2012, Executive Vice President of Human Resources since March 2009, Executive
Vice President of Marketing since May 2001, and in various other management positions. Ms. Goodman has been a key
architect of the Staples 20/20 strategy. Before Staples, Ms. Goodman worked at Bain & Company for six years in project
design, client relationships and case team management.


- Corning Incorporated
- Meritage Homes Corporation
- Compensation
- NiSource, Inc.
Education
- M.A., Syracuse University
- B.A., St. Bonaventure University,
- E-Commerce/Marketing
summa cum laude
Deborah Henretta - International Operations
- Retail
- Risk Oversight
- Strategy
Career Highlights
Ms. Henretta currently serves as Senior Advisor to SSA & Company, an executive decision strategy consulting
firm. Ms. Henretta also serves as Senior Advisor to General Assembly, a pioneer in innovative education and career
transformation. Ms. Henretta has over 30 years of business leadership experience across both developed and developing
markets, as well as expertise in brand building, marketing, philanthropic program development and government relations.
She joined Procter & Gamble (“P&G”) in 1985. In 2005, she was appointed President of P&G’s business in ASEAN,
Australia and India. She was appointed group president, P&G Asia in 2007, group president of P&G Global Beauty
Sector in June 2013, and group president of P&G E-Business in February 2015. She retired from P&G in June 2015.
Ms. Henretta also was a member of Singapore’s Economic Development Board (EDB) from 2007 to 2013. In 2008, she
received a U.S. State Department appointment to the Asia-Pacific Economic Cooperation’s Business Advisory Council. In
2011, she was appointed chair of this 21-economy council, becoming the first woman to hold the position.

- Sears Holdings Corp
- Audit and Finance Education
- M.B.A., Columbia University
Skills & Experience
- B.A., Economics and Political Science,
Colgate University
- Consumer Sales
- Marketing
Kunal S. Kamlani - M&A/Integration
- Risk Oversight
Career Highlights
Mr. Kamlani is President of ESL Investments, Inc., a hedge fund sponsor, and has served in this position since March
2016. Prior to ESL, he was Chief Executive Officer of CASP Advisors, an independent advisory firm founded in 2015,
which focuses on brand extension strategies, infrastructure development and mergers & acquisitions in the global cruise
industry. Mr. Kamlani previously served as President and Chief Operating Officer of Prestige Cruise Holdings, the parent
company of Oceania Cruises and Regent Seven Seas Cruises, from August 2011 until December 2014. Mr. Kamlani had
previously served as Chief Financial Officer from August 2009 to March 2010 and was recruited back to Prestige Cruise
Holdings in 2011. From March 2010 to May 2011, Mr. Kamlani served as head of the Global Investment Solutions division
of Bank of America/Merrill Lynch where he was responsible for the Wealth Management Platform including managed
accounts, mutual funds, stocks, bonds, new issues, insurance, alternatives and structured investments. Mr. Kamlani also
served as Managing Director and Chief Operating Officer of Citi Smith Barney from 2006 until 2009 and in various other
capacities at Citigroup since 2001.


- Callaway Golf Company
Prior
- Audit and Finance
- Stanley Black & Decker, Inc. (2004-2016)
Education
- M.B.A., Stanford University
- B.A., Dartmouth College
John F. Lundgren - Leadership and Management
- M&A/Integration
- Retail
- Strategy
Career Highlights
Mr. Lundgren retired in 2016 as Chairman and Chief Executive Officer of Stanley Black & Decker, Inc., the successor
entity following the merger of The Stanley Works and Black and Decker in March 2010. Prior to the merger, Mr. Lundgren
served as Chairman and Chief Executive Officer of The Stanley Works, a worldwide supplier of consumer products,
industrial tools and security solutions for professional, industrial and consumer use. Prior to joining The Stanley Works in
2004, Mr. Lundgren served as President — European Consumer Products, of Georgia Pacific Corporation and also held
various positions in finance, manufacturing, corporate development and strategic planning with Georgia Pacific and its
predecessor companies, namely James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to
2000. Mr. Lundgren began his business career in brand management at the Gillette Corporation. Mr. Lundgren is also a
former member of the board of directors of the National Association of Manufacturers.

Current
Director Since: 2007
- CBRE Group, Inc.
Current Staples Board Committees Prior
- Executive, Nominating and - Trammell Crow Company (2002-2006)
Corporate Governance
Skills and Experience - British American Business Council
- Audit, Financial Expertise - Director, Baylor Healthcare System
- International Operations Foundation
Robert Sulentic - Leadership and Management
Education
- M&A/Integration
- M.B.A., Harvard Business School
- Real Estate
- B.S., Computer Science, Iowa
- Risk Oversight
State University
- Strategy
Career Highlights
Mr. Sulentic has served as Chief Executive Officer of CBRE Group, Inc., a global commercial real estate services
company, since 2012 and President since 2010. Mr. Sulentic also has been a member of the CBRE Board since 2012.
He previously served as President of the Development Services business from 2006 to 2011 and as Chief Financial Officer
and Group President, each from 2009 until 2010. In addition, Mr. Sulentic was a member of CBRE’s Board and Group
President of Development Services, Asia Pacific and Europe, Middle East and Africa from 2006 through 2009. Before
CBRE, Mr. Sulentic served as President and Chief Executive Officer of Trammell Crow Company from 2000 through 2006,
and was also Chairman of the Board from 2002 through 2006. He previously served as its Executive Vice President and
Chief Financial Officer from September 1998 to October 2000.


Director Since: 2007 Prior
- Yankee Candle Corporation (2005-2007)
- Executive, Nominating and Education
Corporate Governance - M.B.A., Harvard Business School
- B.S., Chemical Engineering, University of
Texas, Austin
- Corporate Governance
Vijay Vishwanath - E-commerce/Marketing
- M&A/Integration
- Strategy
Career Highlights
Mr. Vishwanath has been a Partner at Bain & Company, a management consulting firm, since 1993 and is a leader in
Bain’s consumer products practice. Mr. Vishwanath first joined Bain in 1986, after working at Procter & Gamble. In his
position at Bain, Mr. Vishwanath has counseled numerous Fortune 500 companies on consumer product and brand
strategy, as well as marketing. Additionally, he advises CEOs and management teams of the leading global consumer
companies on matters of strategy, organization, mergers and performance improvement, including growth, pricing,
market spending and optimization, trade and channel management, and cost reduction across the entire value chain.
Mr. Vishwanath also has valuable experience in corporate governance. Mr. Vishwanath has published several articles
on a variety of consumer product issues, and has spoken to audiences around the world on the topic of growth and
brand strategy.

Director Since: 1990 Prior
- eFunds Corporation (2002-2007)
- Incon, Inc. (1995-1998)
- Compensation, Executive
Current
- Chairman, United Dental Partners
- Director, Transaction Services Group
- E-commerce/Marketing
Prior
Paul F. Walsh - International Operations
- Chairman, Sterling Backcheck Inc.
- IT Management and Security
(2010-2015)
- Director, Competitor Group Inc.
- M&A/Integration
(2013-2015)
- Retail
- Trustee, Thunderbird School of
- Risk Oversight
Management (2009-2013)
- Strategy
Education
- M.B.A., Boston University, with honors
- B.S., Engineering, Tufts University
Career Highlights
Mr. Walsh has served as a Senior Managing Director of Calera Capital, a private equity firm, since September 2015,
and was an Operating Partner of, and outside resource to, Calera Capital since 2008. Mr. Walsh serves on the board of
directors of Transaction Services Group, a Calera Capital portfolio company. Before Calera, Mr. Walsh was the Chairman
and CEO of eFunds Corporation from 2002 to 2007, a leading provider of risk management, electronic funds transfer
services, prepaid card processing, and global outsourcing solutions to more than 10,000 financial services companies in
more than 80 countries. eFunds also provides point-of-sale fraud prevention solutions to retailers and electronic benefits
processing services to government entities. Additionally, in 2002, Mr. Walsh founded Clareon, which built one of the
premiere B2B payment solutions in the U.S., utilizing technology co-developed with the U.S. Treasury. Clareon was later
acquired by Fleet/Bank of America.
OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES AS DIRECTORS.

 DIRECTOR COMPENSATION
The Compensation Committee (“the Committee”) is in our general industry. The Committee annually reviews
responsible for making recommendations to our Board with an extensive analysis of marketplace practices for Outside
respect to the compensation paid to our non-employee Director pay conducted by management and reviewed by the
directors (“Outside Directors”). Our Outside Directors are Committee’s independent advisor. Consistent with our equity
predominantly compensated through equity awards, reflecting program for associates, the Outside Director compensation
the Committee’s philosophy that director pay should be program also reflects a value-based approach to equity
aligned with the interests of our shareholders. grants, in which the amount of the awards made to Outside
Directors is based on a fixed value rather than a fixed number
It is the Committee’s goal to maintain a level of Outside of shares.
Director compensation at the median of companies both
within our peer group as well as similarly-sized companies
2016 COMPENSATION
Each Outside Director receives an annual equity grant equal During fiscal year 2016, on the second business day following
to $175,000 in the form of restricted stock units. The annual the 2016 Annual Meeting, each of our Outside Directors
grants vest after one year. In addition, the following Outside elected at the meeting received their annual restricted stock
Directors receive additional annual equity grants: (a) the unit grants. The number of shares of restricted stock units to
Independent Lead Director receives restricted stock units be granted is determined by dividing the fixed value by the
with a value of $40,000; (b) each chairperson of the Audit closing price of our common stock on the date of grant. Upon
and Finance Committee, Compensation Committee and a change-in-control of Staples or upon a director leaving
Nominating and Corporate Governance Committee receives our Board after reaching the age of 72, all of such director’s
restricted stock units with a value of $32,000. In each case, restricted stock units would fully vest and be paid out.
these additional grants vest on the date of each of the four
regularly scheduled quarterly Board meetings that such In March 2016, each then-serving Outside Director voluntarily
Independent Lead Director or chairperson holds such position declined half of the quarterly cash payment of $18,750 for the
and are paid in shares on the one year anniversary of the next four quarters of their service as a director, in response to
award. In addition, each Outside Director receives a quarterly the pressures on our share price in fiscal year 2015. Each such
cash payment of $18,750 and is reimbursed for reasonable director therefore temporarily received a reduced quarterly
expenses incurred in attending meetings of our Board. The cash payment of $9,375 in June, September, and December
chairperson of the Audit and Finance Committee receives an of 2016, and March of 2017.
additional quarterly cash payment of $3,750.
New Outside Directors receive a one-time initial grant of

restricted stock units equal to $150,000, which vests after
three years. Mr. Feeny, Ms. Henretta and Mr. Lundgren
received this initial grant in 2016, on the second business day
following the 2016 Annual Meeting.
2017 COMPENSATION
On January 29, 2017, in line with the Company’s previously The Committee, in consultation with the independent
announced Independent Chair policy, Mr. Sulentic was elected compensation consultant, reviewed the change in role in light
to the role of Independent Chairman of the Board. Mr. Sulentic of compensation practices for the Independent Chair at peer
has served as a Board Member since 2007 and in the role of group and S&P 500 companies. The Committee determined
Lead Director since 2015. that an increase to Mr. Sulentic’s compensation would be
appropriate based on benchmarking data, but at the request of
Mr. Sulentic, did not proceed to recommend any adjustments
to his current pay as Lead Director.

DIRECTOR COMPENSATION
The following table summarizes our current compensation structure for Outside Directors.
Cash Retainer Restricted Stock Unit Awards (1)

Role Standard Role-Related Standard Role-Related Total $
Independent Chairman $75,000 — $175,000 $40,000 $290,000
Audit and Finance $75,000 $15,000 $175,000 $32,000 $297,000
Chair Nominating and Corporate Governance $75,000 — $175,000 $32,000 $282,000
Compensation $75,000 — $175,000 $32,000 $282,000
Director $75,000 — $175,000 — $250,000
(1) New Outside Directors also receive a one-time initial grant of Restricted Stock Units equal to $150,000.
The table below sets out the 2016 fiscal year compensation received by our Outside Directors.
DIRECTOR COMPENSATION FOR 2016 FISCAL YEAR

Fees earned or Option All Other
paid in cash Stock1 Awards Compensation Total
Name* ($) Awards ($) ($) ($) ($)
Basil L. Anderson 2 35,625 0 0 0 35,625
Drew Gilpin Faust 46,875 175,001 0 0 221,876
Curtis Feeny 63,750 357,013 0 0 420,763
Paul-Henri Ferrand 46,875 175,001 0 0 221,876
Deborah A. Henretta 56,250 325,006 0 0 381,256
Kunal Kamlani 46,875 175,001 0 0 221,876
John F. Lundgren 56,250 325,006 0 0 381,256
Carol Meyrowitz 46,875 175,001 0 0 221,876
Rowland T. Moriarty 2 28,125 0 0 0 28,125
Robert E. Sulentic 46,875 215,003 0 0 261,878
Raul Vazquez 2 28,125 0 0 0 28,125
Vijay Vishwanath 46,875 207,008 0 0 253,883
Paul F. Walsh 46,875 207,008 0 0 253,883
* Excludes Mr. Sargent and Ms. Goodman, who each served as CEO for a portion of 2016 and did not receive separate
compensation for their services as director. Each of their compensation as a named executive officer is reported in the Summary
Compensation Table included in this proxy statement.
(1) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of awards computed in
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for
awards granted during our 2016 fiscal year, not the actual amounts paid to or realized by our Outside Directors during our 2016
fiscal year. The aggregate fair value of these awards is based on the market price of our common stock on the date of grant.
Fractional shares are rounded up to the nearest whole share. Awards made during 2016 represent:
• Annual grant of restricted stock units to each director;
• For Mr. Sulentic, our Independent Lead Director for fiscal year 2016, restricted stock units with a grant date fair value of
$40,000;
• For Messrs. Feeny, Vishwanath and Walsh, chair of our Audit and Finance Committee, chair of our Nominating and Corporate
Governance Committee and chair of our Compensation Committee, respectively, for fiscal year 2016, restricted stock units
with a grant date fair value of $32,000 each;
• For Messrs. Feeny, Henretta and Lundgren, who joined our Board in fiscal year 2016, restricted stock units with a grant date
fair value of $150,000, granted in connection with the director’s initial election to the Board and which vest after three years.
(2) Messrs. Anderson, Moriarty and Vazquez did not stand for reelection to the Board at the 2016 Annual Meeting.

DIRECTOR COMPENSATION
OUTSTANDING DIRECTOR AWARDS

The table below supplements the Director Compensation table above by providing (1) the number of restricted stock units awarded
to our directors during our 2016 fiscal year and (2) the total number of outstanding stock options and restricted stock units held
by our directors as of January 28, 2017, the end of our 2016 fiscal year.
Total
Options and
Number of Unvested
Shares Grant Date Restricted
Award Awarded in Fair Value Shares as of
Name Grant Date Type FY 2016 ($) 2016 FYE
Drew Gilpin Faust 6/16/2016 RSU 20,115 175,001 20,115
Paul-Henri Ferrand 6/16/2016 RSU 20,115 175,001 29,173
Kunal Kamlani 6/16/2016 RSU 20,115 175,001 29,173
Carol Meyrowitz 6/16/2016 RSU 20,115 175,001 20,115
OP 0 0 77,867
Robert E. Sulentic 6/16/2016 RSU 24,713 215,003 24,713
OP 0 0 82,367
Vijay Vishwanath 6/16/2016 RSU 23,794 207,008 23,794
OP 0 0 86,867
Paul F. Walsh 6/16/2016 RSU 23,794 207,008 23,794
OP 0 0 68,867
New Directors in 2016
Curtis Feeny 6/16/2016 RSU 41,036 357,013 41,036
Deborah A. Henretta 6/16/2016 RSU 37,357 325,006 37,357
John F. Lundgren 6/16/2016 RSU 37,357 325,006 37,357
RSU = Restricted stock unit, OP = Stock option

(1) Restricted stock unit awards granted in connection with the annual director grant vest in full on the first anniversary of the grant
date, provided that the director then serves on our Board. Restricted stock unit awards made upon initial election as a director
vest in full on the third anniversary of the grant date.
(2) Restricted stock units awarded to our Independent Lead Director and each chairperson of the Audit and Finance Committee,
Compensation Committee, Nominating and Corporate Governance Committee vest ratably on the date of each of the four
regularly scheduled quarterly Board meetings that such Lead Director or chairperson held such position and are paid on the
one year anniversary of the award.
(3) Stock options awarded during 2008, 2009 and 2010 vested in full on the first anniversary of the grant date, provided that the
director served on our Board. Stock option awards made prior to 2008 vested ratably on an annual basis over a four-year
vesting period, provided that the director then served on our Board.
Stock Ownership by Directors

All Outside Directors are subject to a stock ownership guideline of five times the annual Board cash retainer and have five years
after joining the Board to meet such ownership guideline. In 2016, all directors met the guidelines.

 EXECUTIVE COMPENSATION AND
COMPENSATION DISCUSSION AND ANALYSIS
Our Compensation Discussion and Analysis (“CD&A”) The CD&A is structured as follows:
describes how we design and manage our compensation
program, provides an overview of our business performance •
An executive summary, including our business
and progress in 2016 with our Staples 20/20 strategy and performance and shareholder engagement in 2016 (p.27)
most importantly, demonstrates the strong link between pay
and performance for our Named Executive Officers (“NEOs”). • A presentation of compensation earned by our NEOs as a
result of this performance (p.31)
We also present a summary of shareholder feedback, the
positive changes our Board has made to address this feedback, • A detailed discussion of our 2016 compensation program
and describe how we established the compensation structure (p.34) followed by the processes we use in designing and
for our new CEO, appointed in September 2016. managing compensation (p.40)
•
Additional material relating to governance of our
compensation program such as policies relating to stock
ownership and recoupment (p.42)
I EXECUTIVE SUMMARY
Guiding Principles of Our Compensation Program
The Committee believes that executive compensation should The structure of our executive compensation program is
be directly linked to performance and the creation of long-term intended to enable the company to attract, retain and motivate
value for our shareholders. a talented management team to drive our business objectives
of both top line and bottom line results, as well as attractive
Based on this principle, as well as consultation with returns on capital. We believe our overall program, and in
shareholders, the Committee has developed annual and long- particular our focus on granting performance-based awards, is
term incentive programs that are tied to objective, quantifiable, consistent with current best practices in compensation design.
and rigorous performance metrics. The metrics we use in our
incentive programs support the long-term alignment of pay
with performance.
Business Overview
Staples is a world-class provider of products and services Our priorities are to:
that primarily serve the needs of business customers of all
sizes in seven countries. The overwhelming majority of our • Accelerate mid-market growth in North America
revenue is generated in North America. We are committed
to providing superior value to our customers through a broad • Narrow our geographic focus to North America
selection of products, easy to use websites and mobile
platforms, a differentiated salesforce, an integrated retail and •
Rationalize and preserve profitability of our North
online shopping experience and a wide range of print and American Retail stores
marketing and technology services. With the disposition of our
European business, at the end of fiscal year 2016 we operated •
Drive profit improvement and cost reduction across
two business segments, North American Delivery and North the company
American Retail.
Our North American Delivery segment (58% of total company
Our vision is we help businesses succeed. This reflects a multi- sales in 2016) consists of the U.S. and Canadian businesses,
year effort to evolve our company to become the product including Staples Advantage, Staples.com, Staples.ca, and
and service destination for businesses in a rapidly evolving Quill.com, that sell and deliver products and services directly to
and competitive marketplace. In May 2016, we introduced businesses and consumers. Our strategies for North American
our Staples 20/20 strategic plan with four key priorities to Delivery focus on driving increased customer acquisition,
transform Staples and get our company back to sustainable retention and share of wallet through our customized contract
sales and earnings growth. We are extremely focused on offerings, our membership programs and expanding categories
allocating more resources to the businesses where we have beyond office supplies, with a particular focus on the mid-
our strongest competitive advantages, and deemphasizing market customer segment. We are also focused on serving
our underperforming businesses. We’re also prioritizing our customers by evolving our team-based contract selling
innovation as a key catalyst to further differentiate Staples from model to be more unified and collaborative. We are driving
our competitors.

EXECUTIVE COMPENSATION AND COMPENSATION DISCUSSION AND ANALYSIS
PROXY
growth inSTATEMENT
categories SUMMARY
beyond core office supplies by adding with products that are readily available and easy to find, and
specialists who have expertise in selling products like facilities knowledgeable sales associates to support customers while
and break room supplies, furniture, promotional products and preserving profitability through increased customer conversion,
technology products. cost reductions and growing our services businesses. Our
goals are to continue to be a destination for core office supply
Our North American Retail segment (37% of total company categories like ink, toner and paper as well as products and
sales in 2016) consists of 1,255 stores in the United States services beyond office supplies, such as print and marketing
and 304 stores in Canada at year end. Our strategies for services, facilities and break room supplies and technology
North American Retail focus on offering easy-to-shop stores products and services.
Staples 20/20 Strategic Priorities 2016 Staples 20/20 Accomplishments

Accelerate mid-market growth in North America • Realigned our operating structure to better serve our
customers by aligning our delivery businesses and
mid-market customers within one business unit
• Strengthened our differentiated approach to serving
mid-market customers by combining the strength of our
sales force with our digital expertise
• Began scaling our membership programs, ending the
year with significantly increased numbers of mid-market
contract membership customers and small business
membership customers who shop on Staples.com
and Quill.com
• Achieved double digit growth in sales beyond office
supplies in the mid-market contract business
Narrow geographic focus to North America • Entered into an agreement to sell a controlling interest in
our remaining European operations to Cerberus Capital
Management during the fourth quarter of 2016 and this
transaction closed in early 2017
• Sold our UK retail business and operations to Hilco
• Acquired Capital Office Products, one of the largest
independent office products dealers in the U.S.
• Partnered with Managed by Q to provide mid-market
contract customers in New York City, Chicago, San
Francisco and Los Angeles with an expanded offering
of office services
Rationalize and preserve profitability of our North American • Continued to rationalize excess capacity in retail
Retail stores network through 48 store closures and reduce risk by
shortening the average remaining lease life per store in
North America
• Increased customer conversion in both U.S. Stores and
Canadian Stores
• Drove growth in print and marketing services
• Continued to simplify the operating environment for
our retail associates so that they can spend more time
engaging with customers
Drive profit improvement and cost reduction across • After eliminating approximately $750 million of
the company annualized pre-tax costs from 2013 – 2015, launched
a plan to eliminate an additional $300 million of
annualized pre-tax costs from 2016 – 2018
• Achieved goal of eliminating $100 million of annualized
pre-tax costs in 2016
• Developed detailed plans to further reduce product
costs, evolve our product stocking and promotional
strategies, drive savings in our supply chain, eliminate
fixed costs in our retail stores, and generate additional
efficiency savings across the company in 2017
and 2018

2016 was a transformational year at Staples: •

Ms. Goodman’s target compensation as CEO is
significantly at risk – 89% of Ms. Goodman’s compensation
•
Four new Directors joined our Board – three Outside is performance-based while Mr. Sargent’s 2016 target
Directors from a variety of different industries and our new compensation was 65% performance-based
CEO, Ms. Goodman
• Ms. Goodman’s total target compensation as CEO is at
•
We transitioned to separate CEO and Chairman roles the 25th percentile of our peer group companies
pursuant to our previously announced Independent
Chair policy • We eliminated many legacy executive perquisites in 2016
and plan to execute additional changes in 2017
• Ms. Goodman simplified her management team from 15
to 10 roles that serve on Staples leadership team
Governance Outreach Program & Response to Shareholder Feedback

Robust Twice-Yearly Shareholder Engagement Program
For several years, Staples has conducted a comprehensive In 2016, we reached out to the top 200 institutional investors,
shareholder outreach program. Our Board values the representing 86% of shares outstanding. As we reached
opportunity to engage directly with our shareholders to hear out, we provided shareholders and proxy advisory firms
their thoughts, better understand their views and represent with an update of Staples’ governance and compensation
their interests. As a result of this program, over the past practices. We ultimately held discussions with investors
several years, the Board has made significant enhancements representing approximately 40% of our shares outstanding.
to our corporate governance and compensation programs Our Chair of our Compensation Committee and our Chair
including proactive adoption of key governance initiatives and
of our Nominating and Governance Committee participated
restructuring compensation to increase alignment between
pay and performance.
in some of the discussions and played an important role in
our outreach program.
In 2016, our Say-on-Pay proposal received support from 94%
of shares voted at our annual meeting of shareholders.
Shareholder Feedback and Board Response

A summary of shareholder’s perspectives related to executive appreciated the continued responsiveness to shareholder
compensation and the Board’s response is provided below. feedback. CEO compensation is discussed more fully on
Our other robust corporate governance practices that have page 33, but highlights of the program developed based on
developed in response to shareholder feedback are described shareholder feedback are listed below.
elsewhere in this proxy statement.
• Ms. Goodman’s total target compensation as CEO is at
We received overwhelmingly positive feedback from our the 25th percentile of our peer group companies
discussions with shareholders. They were appreciative of
the Committee’s recent enhancements to the executive •
Ms. Goodman’s target total compensation was
compensation program which included the following: approximately 12% less than Mr. Sargent’s target
compensation
•
Adopting 3-year cumulative goals for the long-term
incentive program – to better align pay with Staples’ historical performance
• Adopting a policy limiting executive severance to 2.99 – to reflect the fact that Ms. Goodman is a first-time
times the sum of the executive’s base salary plus target CEO, and does not serve as the Chair of the Board
annual cash incentive award, unless shareholder approval of Directors
is obtained
•
100% of the new CEO’s long-term incentive award
• Ensuring that the performance goals in our incentive plans is performance-based shares, which results in 89%
remain appropriately rigorous and are aligned with our of the new CEO’s total compensation package being
business objectives performance-based. In 2016, Mr. Sargent’s compensation
was 65% performance-based
• Modifying our peer group to provide better comparisons
with Staples • No additional awards or one-time long-term incentives
were offered to the new CEO
All enhancements to the executive compensation program
were the direct result of shareholder feedback and based • Ms. Goodman also declined an increase in tax services
on the Committee’s careful deliberation with input from reimbursement that was traditionally reserved for the
management and the independent compensation consultant. CEO. The Company will be eliminating the executive tax
Shareholders also applauded the changes made to our services reimbursement program in 2017
executive compensation program for the new CEO and

PROXY
We did STATEMENT SUMMARY
not receive any shareholder proposals for inclusion The Committee will also remain vigilant to ensure that the goals
in this year’s proxy statement. Although the shareholder in our incentive plans remain rigorous and our peer group is
feedback on our executive compensation program was composed of companies that appropriately reflect the evolving
very positive, the Committee will continue to monitor the markets which our company operates in, and the changing
sentiments of our shareholders through our outreach program. composition of our company.
Committed to Compensation Best Practices
Things We Do Things We Don’t Do

• Strong alignment of pay and performance • No employment agreements
• 89% of CEO compensation is “at risk” • No excise tax gross-ups in executive severance
• Both short- and long-term programs include performance goals agreements
• Rigorous, objective financial metrics on annual and performance- • No pension plan
based long-term awards that are closely tied to business strategy • No private plane
• Cumulative three-year goals in the long-term incentive program • Minimal executive perquisites
• 3-year relative TSR modifier in performance-based long–term
awards
• Strong stock ownership guidelines (5x salary for CEO and up to
4x for other NEOs)
• Double trigger change in control provisions in severance
agreements
• Policy requiring shareholder approval for executive severance in
excess of certain limits
• Clawback policy
• Anti-hedging policy
Plan Design & Components of Executive Compensation

Our NEOs for fiscal year 2016 were:
NEO Title
Shira Goodman1 CEO
Christine T. Komola Executive Vice President and CFO
Mark Conte Senior Vice President and Corporate Controller
Joseph G. Doody Vice Chairman
Michael Williams2 Executive Vice President and Chief Legal Officer
Ronald L. Sargent3 CEO and Chairman

John Wilson4 President International Operations and Head of Global
Transformation
1 Ms. Goodman served as President, North American Commercial until her appointment as interim CEO on June 14, 2016 and permanent CEO on
September 25, 2016.
2 Mr. Williams’ title was Executive Vice President and General Counsel until January 2017.
3 Mr. Sargent stepped down from the CEO position on June 14, 2016 and left Staples on January 28, 2017.
4 Mr. Wilson left Staples on October 31, 2016.
Messrs. Conte and Williams qualified as NEOs for 2016 due to the review of our management structure as part of Ms. Goodman’s
transition to her new role as CEO.

In 2016, our executive compensation program had three elements: (1) base pay, (2) annual performance-based cash incentive
and (3) long term incentive(s); for our CEO, from 2017 the long term incentive is 100% performance-based. For the other NEOs
(excluding Mr. Conte), the long term incentive is 2/3rd performance-based and 1/3 time-based (Restricted Stock Units). The first
chart below illustrates how our CEO’s target compensation in structured; the second chart shows the (average) target structure of
NEOs other than the CEO (excludes Mr. Conte and NEOs who left Staples during 2016):
CEO Target Opportunity Mix
Elements of Base Annual Long-Term Incentives

Compensation Salary Incentives 72%
11% 17%
Fixed vs. Fixed Performance Based

Performance Based 11% 89%
Annual vs. Annual Long-Term

Long-Term 28% 72%
Cash vs. Equity Cash Equity

28% 72%
NEO Average (excluding Mr. Conte & CEO)

Target Opportunity Mix
Elements of Base Annual Long-Term Incentives

Compensation Salary Incentives 58%
24% 18%
Fixed vs. Fixed Performance Based

Performance Based 43% 57%
Annual vs. Annual Long-Term

Long-Term 42% 58%
Cash vs. Equity Cash Equity

42% 58%
Component Fixed or Variable 2016 Benchmark/Metrics

Base Salary Fixed • Based on median of peers
Annual Cash Award 100% Performance based • 50% Earnings Per Share
• 25% Total Gross Profit Dollars
• 25% Total Sales
Performance Share Award 100% Performance based • 50% Return on Net Asset (RONA) %
• 50% Operating Income Growth %
•
+/- 25% based on 3-year Relative Total Shareholder
Return (TSR)
Restricted Stock Unit Award 100% Time based • Vest ratably over 3 years (1/3, 1/3, 1/3)
Benefits Fixed • Broad-based plans and limited executive perquisites
2016 Compensation Results

The Committee sets rigorous financial metrics tied directly within the first 90 days of the fiscal year. Target performance
to the success of our strategy and the creation of long-term goals are generally based on our fiscal year operating plan and
shareholder value in a highly competitive industry. outlook for the coming year.
Both our annual cash award and our performance share The following tables set out our results against our pre-
awards for 2016 were 100% tied to objective and rigorous determined, rigorous performance goals, under our incentive
financial goals. We set our goals for our incentive programs award plans for which there was a payout opportunity in 2016.

Annual Cash Incentive

PROXY STATEMENT Award
SUMMARY
Target Actual Realized Value as

Value $ Value $ % of Target
Shira Goodman $1,244,291 $584,817 47%
Christine T. Komola $621,154 $291,942 47%
Mark Conte1 $189,609 $120,378 63.5%
Joseph G. Doody $593,635 $279,008 47%
Michael Williams $271,802 $127,747 47%
Ronald L. Sargent $1,873,812 $880,692 47%
1 Mr. Conte is not a member of Staples leadership team and was eligible for a different bonus plan in 2016 than the other NEOs.
* Mr. Wilson was not eligible to receive a payment under the Annual Cash Incentive Award as he left Staples on October 31, 2016.
Performance Share Award

In March 2017, performance shares were earned and released • For the 3-year performance period from 2014 – 2016,
for the 2014-2016 performance cycle. cumulative total shareholder return fell in the bottom
one-third of the S&P 500, resulting in a 25% reduction in
•
The target value and target number of shares were shares earned
determined at the start of the performance period
•
As a result, the realized value of performance share
• The realized value is a function of the number of shares awards was 53.925% of target value
earned, adjusted for relative total shareholder return and
the stock price when shares are released
Performance Share Award, 2014 – 2016
Target Target Shares Actual Realized Value as

Name Value $ Shares1 Awarded Value $2 % of Target
Shira Goodman $2,169,112 161,874 87,291 $766,415 53.925%
Christine Komola $2,169,112 161,874 87,291 $766,415 53.925%
Mark Conte3 — — — — —
Joseph Doody $2,169,112 161,874 87,291 $766,415 53.925%
Michael Williams4 $406,271 30,019 16,189 $142,139 53.925%
Ronald Sargent $8,225,000 613,806 330,996 $2,906,145 53.925%

John Wilson5 $2,169,112 161,874 82,289 $722,497 50.835%
1 Target shares calculated on share price of $13.40 on March 5, 2014 grant date and rounded up to the nearest full share.
2 Value based on closing price of $8.78 of Staples stock on date of release (March 7, 2017).
3 Mr. Conte is not eligible to receive Performance Share Awards.
4 Target shares calculated on share price of $13.40 on March 5, 2014 grant date and $14.43 on December 3, 2014 grant date, rounded up to the
nearest full share.
5 Mr. Wilson’s award was pro-rated to reflect the fact that he left Staples on October 31, 2016.
Total shareholder return (TSR) Notwithstanding our progress on key Staples 20/20 objectives, we believe total shareholder
return on a 1-year basis was negatively affected by the U.S. District Court for the District of Columbia ruling in May, 2016 granting
the Federal Trade Commission’s request for a preliminary injunction to block Staples’ acquisition of Office Depot, as well as year-
over-year declines in total company sales and non-GAAP earnings per share during fiscal years 2014 – 2016. Our stock prices on
the first and last day of fiscal 2016 were $8.92 and $9.16 respectively.
S&P Retail
Total Shareholder Return Staples Index S&P 500
1-year +8% +18% +20%
3-year -21% +67% +36%

New CEO Compensation

In 2016, Staples transitioned our CEO position from Mr. Sargent In reaching its decision, the Committee considered many
to Ms. Goodman, who was appointed to the role of interim CEO factors, including peer group CEO compensation, tenure of
on June 14, 2016, and permanent CEO on September 25, each of the CEOs, and the revenue and market capitalization
2016. The Committee engaged its independent compensation of the peer group companies. The analysis also took into
consultant, Exequity, to provide data and analysis to support account whether the role of CEO at the peer companies
the Committee’s decision-making process in agreeing an was a combined CEO / Chair role or whether the peer group
appropriate target compensation structure and value for the company had separate CEO and independent Chair roles.
new CEO.
Ms. Goodman’s total target annual compensation as CEO is at the 25th percentile of our peer group companies
The Committee determined that the following target total compensation was appropriate:
Base Salary Annual Cash Incentive Long Term Incentive

• Ms. Goodman’s annual base pay •
Ms. Goodman’s annual cash • On the change of incumbent in the
was increased from $700,000 to incentive target as a percentage of CEO role, the Committee determined
$1,100,000 with effect from her base pay was increased from 85% that it would be appropriate for the
appointment as CEO to 150% on her appointment as CEO long term incentive to be 100%
• Ms. Goodman served as interim CEO interim CEO on June 14, 2016. The performance-based
between June 14 and September 24, calculation of bonus earned took into • The Committee also determined
2016. During this time, Ms. Goodman account base pay and the monthly that the target value of the CEO long
received a monthly stipend allowance stipend she received to recognize term incentive should be reduced
of $30,500 to recognize her her role as interim CEO
• The Committee’s guiding principle
additional responsibilities as interim •
The 150% target is in line with in moving from a Long Term
CEO, in addition to her base pay of Mr. Sargent’s target opportunity Incentive (“LTI”) practice of 2/3rds
$700,000. This stipend ceased on as CEO and is in line with target Performance Shares, 1/3rd time-
her appointment to the CEO role on percentages of peer group companies based Restricted Stock Units was
September 25, 2016 to reinforce our pay for performance
• The base salary of $1,100,000 philosophy and to more fully align
represents an 11.9% reduction in base our CEO’s interests with those of our
salary compared to the base salary of shareholders
Mr. Sargent, the previous CEO • Consequently, Ms. Goodman’s first
long term incentive grant as CEO
was granted 100% in performance
shares, with a target value of
$7,250,000
• This represents a reduction of
$975,000 or 11.8% of the target
LTI value of the previous CEO,
Mr. Sargent
Taking these changes together, this represents a reduction in target annual compensation for our CEO in excess of $1.3M or
11.8%, as set out in the table below.
Target Annual Compensation as CEO

Difference,
Ms. Goodman
Mr. Sargent Ms. Goodman vs. Mr. Sargent
Base Salary $1,249,208 $1,100,000 -$149,208
Target Annual Cash Incentive 150% $1,873,812 150% $1,650,000
Total Target Annual Cash $3,123,020 $2,750,000 -$373,020
Long Term Incentives
Target Value - Performance Shares $5,483,333 $7,250,000
Grant Date Value - Restricted Stock Units $2,741,667 0
Long Term Incentives - Total Target Value $8,225,000 $7,250,000 -$975,000
Total Target Annual Compensation $11,348,020 $10,000,000 -$1,348,020

II 2016 COMPENSATION PROGRAM

Overview
The Committee’s compensation decisions in 2016 were •
For 2016, the annual cash incentive was 100%
intended to drive the highest level of executive team performance based and the long term incentive was 2/3
engagement to lead the organization through its strategic performance-based (in the form of performance shares)
objectives, and to attract and retain world-class executive and 1/3 time-based (in the form of restricted stock units)
talent. In the course of its review, the Committee considered the
complexity of the business, input on current market practices • For 2017, the CEO’s long term incentive will be delivered
from the Committee’s independent compensation consultant 100% in the form of performance shares, such that 89%
and management, the highly competitive environment for of the total target compensation for the CEO will be
talent and prior years’ Say-on-Pay votes. performance-based. In 2016, Mr. Sargent’s compensation
was 65% performance-based.
•
Staples’ compensation philosophy is to target market
median for base salary, annual cash and long-term
incentive opportunities
Ms. Goodman - Total Compensation at Risk Mr. Sargent - Total Compensation at Risk
Compensation Compensation
Not At Risk: 11% Not At Risk: 35%
Compensation At Risk: 89% Compensation At Risk: 65%
Pay Elements
The table below summarizes the core elements of our 2016 compensation program for our NEOs.
Base Salary + Annual Cash Incentive Awards + Performance Shares

Principal Contribution to Attracts, retains and rewards • Focuses executives on • Rewards achievement
Compensation Objectives talented executives with annual financial and of long-term business
annual salary that reflects operating results objectives and stockholder
the executive’s performance, • Links compensation to value creation
skill set and value in the strategic plan • Propels engagement in
marketplace long-term strategic vision,
• Enables total cash
compensation to remain with upside for superior
competitive within the performance
marketplace for executive • Retains successful and
talent talented management team
Performance Metrics • EPS, Gross Profit Dollars • RONA %, Sales Growth %
and Total Sales Growth
Base Salary
Base salaries are reviewed and established annually or In March 2016, our senior leadership team (including the
upon promotion / following a change in job responsibilities. NEOs, other than our Senior Vice President and Corporate
Management makes recommendations based on market data, Controller) elected not to receive any base salary increase. The
internal pay equity and each executive’s level of responsibility, Committee agreed, and also decided that Ms. Komola, our
experience, expertise and performance. CFO, would not receive at the time, the second tranche of
her salary increase previously approved in November 2015.
Our Senior Vice President and Corporate Controller, while an

executive officer, is not a member of our senior leadership in November 2015 in order to more appropriately position
team and received a base salary increase of 1.5%, effective her salary compared to peer group CFOs. Ms. Goodman’s
May 1, 2016, in line with our merit budget for associates other salary was increased in connection with her promotion to
than the senior leadership team. In June 2016, Ms. Komola CEO as described in the “Executive Summary – New CEO
received her increase of 7.1%, which had been approved Compensation” section of this CD&A.
Annual Cash Incentive Plan

The NEOs are eligible to earn cash awards based on Company performance under the Amended and Restated Executive Officer
Incentive Plan (other than Mr. Conte, who participates in our Annual Performance Award plan instead). Target awards are granted
as a percentage of base salary.
The table below sets out the target % for 2016:
NEO Target %
Shira Goodman1 150%
Christine T. Komola 85%
Mark Conte 50%
Joseph G. Doody 85%
Michael Williams 50%
Ronald L. Sargent 150%

John Wilson2 Not applicable
1 Ms. Goodman’s annual cash incentive target as a percentage of base was increased from 85% to 150% on her appointment as interim CEO on
June 14, 2016.
2 Mr. Wilson left Staples during 2016 and was not eligible to receive a payment under our annual cash incentive plan as a result.
Financial Performance Metrics

In March 2016, the Committee selected three performance better aligned with our 2016 business objectives of growing
metrics for the 2016 annual cash incentive awards: mid-market sales in our delivery business, and driving traffic
in stores and online across all categories. Our performance
• EPS (50%) metrics are calculated on a non-GAAP basis.
• Gross Profit Dollars (25%) Each performance objective was assigned an associated
threshold achievement level below which no portion of the
• Total Sales Growth (25%) bonus attributable to that measurement was to be paid.
Additionally, target and maximum levels are set with increased
While EPS remained the same, Gross Profit Dollars and Total payouts for better than expected performance, with a
Sales Growth replaced our 2015 metrics of Gross Margin maximum payout of 200% of target.
Dollars and Beyond Office Supplies Sales Growth, respectively.
Gross Profit Dollars includes distribution, delivery, rent and The Committee, working with its independent compensation
other occupancy expense, and the Committee believed this consultant, employed statistical modeling and exercised
was a more appropriate metric given our initiatives to reduce judgment to assess the degree of difficulty of hitting various
cost and improve efficiency in our supply chain and retail store levels of performance to ensure the goals were robust yet
network. The Committee also believed that Total Sales Growth attainable in the context of our business environment and
progress to date on the reinvention strategy.
No portion of any bonus is payable in the event the company fails to achieve the threshold EPS
2016 Annual Cash Incentive Plan - Goals & Metrics

Target Actual Realized
Value $ Value $ Value as % of Target
Shira Goodman $1,244,291 $584,817 47%
Christine T. Komola $621,154 $291,942 47%
Mark Conte1 $189,609 $120,378 63.5%
Joseph G. Doody $593,635 $279,008 47%
Michael Williams $271,802 $127,747 47%
Ronald L. Sargent $1,873,812 $880,692 47%
1 Mr. Conte is not a member of Staples leadership team and was eligible for a different bonus plan in 2016 than the other NEOs. While the metrics
were the same, the goals for Total Gross Profit $ and Total Sales Growth under this plan excluded our European and US Retail business units,
resulting in an additional payout under the Total Gross Profit $ metric.
Achievement to Contribution to
Metric Weighting Threshold Target Maximum Actual Target Total Payout
Earnings Per Share 50% $0.86 $0.91 $0.96 $0.906 99% 47%
Total Gross Profit $ 25% $5,305M $5,491M $5,677M $5,191M 94% 0%
Total Sales Growth 25% (0.6%) 1.4% 3.5% (1.6%) 95% 0%
Total Payout % 47%
Earnings per Share (EPS) - Earnings per share is calculated shrink, other margin additives, logistics and rent & occupancy
based on figures reported in our financial statements, adjusted (excluding the impact of foreign exchange fluctuations).
to remove certain non-recurring or non-cash charges. EPS is
a funding mechanism for our annual cash incentive program Total Sales Growth - Sales is defined as net sales of all
and minimum performance must be attained for any payment product categories across both our core office products and
to be earned. EPS generally is deemed to be a measure of beyond office supplies categories (excluding the impact of
financial success and its maximization is a prime indicator foreign exchange fluctuations).
of operational health. The target goal was $0.91, which
reflected an increase of $0.02 versus the target goal in 2015. For 2017, we simplified the annual bonus plan for our NEOs to
In addition, the gap between threshold and target goals was be 50% based on our North American Retail results and 50%
set at just $0.05. This increased the difficulty of achieving the based on our North American Delivery results, with no bonus
minimum EPS required to earn any annual incentive from 2015 payable if a threshold EPS goal is not achieved. The metric
and 2014, where the gap between threshold and target was selected for our North American Retail plan was Operating
$0.10 and $0.15, respectively. Income (100%). The metrics selected for our North American
Delivery plan were Operating Income (50%) and Sales Growth
Total Gross Profit $ - Gross profit $ is defined as sales, (50%). These changes to the annual cash incentive plan
net of direct product costs (including the impact of vendor reinforce our Staples 20/20 strategy, align with our focus to
rebates or other promotional income), reserves for returns North America and the core deliverables of accelerating growth
and allowances, and charges/credits for obsolescence, in our North American Delivery business and preserving profit
in our North American Retail business.
Long Term Incentive Plan Awards

The 2016 long-term incentive awards for our NEOs (excluding Performance Shares
Mr. Conte, who is not eligible to receive performance shares)
for 2016 were granted 2/3 as performance shares and 1/3 •
The performance shares were subject to a three-year
as time-based Restricted Stock Units (“RSUs”), as authorized performance period, with cumulative three-year goals.
under our 2014 Stock Incentive Plan. The Committee also set goals for the third year of our
2014-2016 long-term awards and second year of our
RSUs 2015-2017 long-term awards, which had one-year goals
set annually for the three-year performance periods.
• The Committee includes RSUs in the long-term incentive
mix to be in line with typical practice among our peer • With respect to the performance shares, the award will be
group and the broader market. increased or decreased by 25% based on the company’s
three-year total shareholder return relative to the returns
•
The Committee based its determination on feedback generated by the S&P 500 companies.
from shareholders, consultations with its independent
compensation consultant, the need to remain competitive •
As of January 28, 2017, our total shareholder return
in the marketplace in recruiting top talent and other over the 2014-2016 performance period was at the 10th
factors relating to each equity vehicle’s impact on both percentile of the S&P 500. Therefore, any awards earned
the participants and the company. for the 2014-2016 long-term awards were reduced
by 25%.
• The RSUs vest in three equal annual installments, such
that they are fully vested on the third anniversary of the
grant date.
2016 Plan Year Goals & Metrics

For 2016, the last year of the 2014 – 2016 performance cycle and the second year of the 2015-2017 performance cycle, the
Committee selected Return on Net Assets (“RONA”) % and Sales Growth %, each weighted at 50%, as the performance metrics.
These were the same metrics as used in 2014 and 2015 and were selected because they were linked to the execution of our
reinvention strategy and are indicators of stockholder value enhancement. The fiscal 2016 goals were as follows:
Metric Weighting Threshold Target Maximum Actual Payout %

RONA % 50% 9.00% 9.19% 9.38% 9.19% 100%
Sales Growth % 50% (0.6%) 1.4% 3.5% (1.6%) 0%
Total Plan Payout 50%
RONA % - RONA is calculated as net operating profit after taxes (operating profit, add rent expense) as a percentage of net assets
(total assets, add interest bearing debt, add net capitalized rent, add implied goodwill).
Sales Growth % - Sales Growth is based on sales figures reported in our financial statements of 2016 compared to 2015.
Performance Share Award 2014 – 2016

The tables below set forth for each NEO the target award for the three-year performance period 2014-2016, actual shares earned,
and the level of goal achievement for fiscal years 2014-2016.
Target Target Shares Actual Realized Value

Name Value$ Shares1 Awarded Value$2 as % of Target
Shira Goodman $2,169,112 161,874 87,291 $766,415 53.925%
Christine Komola $2,169,112 161,874 87,291 $766,415 53.925%
Mark Conte3 — — — — —
Joseph Doody $2,169,112 161,874 87,291 $766,415 53.925%
Michael Williams4 $406,271 30,019 16,189 $142,139 53.925%
Ronald Sargent $8,225,000 613,806 330,996 $2,906,145 53.925%

John Wilson5 $2,169,112 161,874 82,289 $722,497 50.835%
1 Target shares calculated on share price of $13.40 on March 5, 2014 grant date and rounded up to the nearest full share.
2 Value based on closing price of $8.78 of Staples stock on date of release (March 7, 2017).
3 Mr. Conte is not eligible to receive performance share awards and instead receives his long-term incentive solely in the form of RSUs.
4 Target shares calculated on share price of $13.40 on March 5, 2014 grant date and $14.43 on December 3, 2014 grant date, rounded up to
the nearest full share. Mr. Williams received a second tranche of performance shares in 2014 in connection with his promotion from Senior Vice
President to Executive Vice President.
5 Mr. Wilson’s award was pro-rated to reflect the fact that he left Staples on October 31, 2016.
3 Year Performance Period Achievement

(2014 – 2016)
FY14 FY15 FY16
RONA % Actual Results 8.95% 9.03% 9.19%
Target Goal 8.90% 9.16% 9.19%
Weighting 50% 50% 50%
Payout % 103.55% 90.85% 100%
Sales Growth % Actual Results -0.61% -2.22% (1.6%)

Target Goal 2.29% 1.2% 1.4%
Weighting 50% 50% 50%
Payout % 70.97% 66.02% 0.00%
Plan Year Payout % 87.26% 78.44% 50.00%
Total Payout % for three-year cycle (87.26% + 78.44% + 50.00% / 3) = 71.90%

Actual payout % after -25% TSR modifier applied (71.90% x 75%) 53.925%
Performance Share Award 2015 – 2017

(three-year performance period, annual goals)
The goal achievement for 2015 and 2016 will also be applied to the corresponding annual goals for our 2015-2017 performance
share awards granted in March 2015 (subject to the TSR modifier), as set out below:

(2015 - 2017)
2015 2016 2017

Target Target (RONA% and (RONA% and (RONA% and
Name Value$ Shares Sales Growth%) Sales Growth%) Sales Growth%)
Christine Komola $2,169,109 130,748 78.44% 50.00% TBD
Mark Conte1 — —
Joseph Doody $2,169,109 130,748
Michael Williams $575,009 34,660
Ronald Sargent2 $8,225,007 495,781

John Wilson2 $2,169,109 130,748
1 Mr. Conte is not eligible to receive performance shares and receives his long-term incentive solely in the form of RSUs.
2 Messrs. Sargent and Wilson’s awards will be pro-rated to reflect the fact that they left Staples on January 28, 2017 and October 31, 2016, respectively.
* Achievement against 2017 goals will be determined by the Committee in March 2018.

Performance Share Award 2016 – 2018 Assets (RONA) % and Operating Income Growth ($M), each
(three-year performance period, three-year weighted at 50% as the performance metrics. Operating
Income Growth ($M) replaced Sales Growth % as one of the
cumulative goals) two metrics to include our initiatives related to sales growth
and operating efficiency in our long-term incentive plan.
In response to shareholder feedback in 2016, the Committee
adopted three-year cumulative goals for the 2016-2018
The table below sets forth the target award for each NEO for
performance period. The Committee selected Return on Net
2016-2018:

(2016 - 2018)
The 2016 – 2018 performance cycle was the first

Target Target
Name Value$* Shares performance cycle where we set 3-year cumulative
goals. Achievement against those 3-year cumulative
Shira Goodman1 $1,446,071 137,721 goals will be determined by the Compensation
Christine Komola $1,446,071 137,721 Committee in March 2019.
Mark Conte2 — —
Joseph Doody $1,446,071 137,721
Ronald Sargent3 $5,483,342 522,223

John Wilson3 $1,446,071 137,721
* Reflects move to 2/3 performance shares and 1/3 RSUs for the 2016-2018 performance cycle.
1 Ms. Goodman received her grant prior to her promotion to CEO.
2 Mr. Conte is not eligible to receive performance shares and receives his long-term incentive solely in the form of RSUs.
3 Messrs. Sargent and Wilson’s awards will be pro-rated to reflect the fact that they left Staples on January 28, 2017 and October 31, 2016, respectively.
2016 Restricted Stock Unit Grant

The table below sets forth for each NEO the target award for the annual Restricted Stock Unit grant made on April 22, 2016:
Name Grant Date Value $* Shares Granted

Shira Goodman $723,041 68,861
Christine Komola $723,041 68,861
Mark Conte1 $275,004 31,109
Mark Conte2 $300,003 33,937
Joseph Doody $723,041 68,861
Ronald Sargent3 $2,741,676 261,112

John Wilson3 $723,041 68,861
* Reflects move to 2/3 performance shares and 1/3 RSUs for the 2016 -2018 performance cycle.
1 Mr. Conte is not a member of our senior leadership team and received his annual grant of restricted stock units in July, along with Staples’ other
eligible associates.
2 Mr. Conte received an additional special equity grant in July 2016.
3 Messrs. Sargent and Wilson’s awards were forfeited upon their respective departures from Staples.

Setting Performance Goals

The table below highlights our history of setting challenging performance goals.
Goal Attainment % Payout %

Annual Cash Incentive % %
2016 96.7% 47.0%
2015 69.5% 33.1%
2014 99.5% 87.0%
Performance Share Award for 2014-2016 % %

2016 50.00%
2015 78.44% *53.925%
2014 87.26%
71.90%
* Payout reflects downward adjustment related to relative TSR for the respective three-tier period.
Executive Benefits & Perquisites

Retirement Benefits dental, vision, disability, and supplemental life insurance.
We also have an Executive Benefits Program for all
• We do not have a pension plan in which our NEOs senior officers of Staples, including the NEOs, consisting
participate. However, our NEOs are eligible to participate of life insurance, long-term care insurance, a survivor
in defined contribution retirement income plans that are benefit plan, and an executive physical program; as well
fully funded by the NEOs and supported by Staples as a legacy supplemental long term disability benefit in
through limited matching contributions. which Ms. Goodman is the only NEO who continues
to participate. Ms. Goodman was provided this benefit
• Our NEOs are eligible to participate in our 401(k) qualified before she was appointed CEO. For each plan or policy
plan on the same basis as our other salaried associates; described above that requires payment of periodic
however, their contributions are limited to 2% of eligible premiums or other contributions, we generally pay
compensation. Due to the limitations on our officers’ such premiums or other contributions for the benefit of
ability to contribute to our 401(k) plan, we maintain each NEO.
the Supplemental Executive Retirement Plan (“SERP”),
which is a non-qualified deferred compensation plan • In December 2016, the Committee scaled back the
intended to provide comparable benefits above the Executive Benefits Program by eliminating the non-
applicable limits of our 401(k) qualified plan. Under the standard life insurance, long-term care insurance and
SERP, officers of Staples may defer a total of up to 90% executive physical benefits for employees hired on or
of their base salary and bonus and receive matching after January 1, 2017, and reducing the amount of
contributions up to a maximum of 4% of base salary the benefit available to them under the survivor benefit
and bonus. plan. For current employees, the Committee (i) froze
the amount of the benefit available to them under the
non-standard life insurance benefit and the survivor
Health and Welfare Benefits benefit plan as of December 31, 2016, (ii) eliminated
the executive physical benefit as of May 2017, and
• Our NEOs are eligible to participate in standard health (iii) eliminated the company reimbursement for their
and welfare programs on the same basis as our other long-term care insurance benefit as of July 2017 (with
salaried associates. These programs include medical, some exceptions for employees over 65 years of age).

Expatriate Benefits • Aircraft Policy. During 2016, Staples terminated its

leased aircraft agreement and the policy of personal
• Mr. Wilson received certain expatriate benefits in use of our leased aircraft. There was no personal use of
connection with his assignment to the Netherlands. our leased aircraft during our 2016 fiscal year before the
termination of the policy.
For more information about retirement and other benefits, see
the “All Other Compensation” table” in this proxy statement. • Tax Services Reimbursement Program. We reimburse
some of our NEOs up to $5,000 each year for tax, estate,
or financial planning services from a pre-approved list of
Minimal Executive Perquisites service providers that must not include our independent
registered public accounting firm. The reimbursements
Our executive compensation program is almost completely are not grossed up for taxes. The program allows for our
free of perquisites. CEO to be reimbursed up to $50,000 each year. On her
appointment to the role of CEO, Ms. Goodman declined
• Policy against reimbursement of excise tax on change to accept the increase in tax service reimbursement
in control payments. We maintain a policy that prohibits from $5,000 to $50,000. The company plans to phase
Staples from entering into any compensation, severance, out this program during 2017.
or employment-related agreement that provides for a
gross up payment to cover taxes triggered by a change
in control, including taxes payable under Sections 280G
and 4999 of the U.S. Internal Revenue Code.
III COMPENSATION PROCESS

Pay Philosophy
It is the company’s philosophy that: • Salaries and incentives should be referenced to median
peer group practices, but when making decisions about
•
Pay should be performance-based, so that excellent compensation levels, the Committee relies upon its
results yield relatively high pay and poor results yield judgment and not on rigid guidelines or formulas
relatively low pay
The Compensation Committee’s Process

The Committee has established a number of processes to help ensure that our executive compensation program meets its
objectives and is consistent with the pay philosophy described above. These processes also helped to inform the design of the
2016 Compensation Program described above.
Independent Compensation Consultant

Our Committee charter authorizes the Committee to engage •
Reviewing total compensation strategy and pay levels
independent legal and other advisors and consultants as it for executives
deems necessary or appropriate to carry out its responsibilities
and prohibits the Committee’s compensation consultants from •
Performing competitive analyses of outside board
serving as Staples’ regular advisors and consultants. In our member and CEO compensation
2016 fiscal year, the Committee continued to use Exequity
LLP as an independent advisor to advise on and assist the •
Examining all aspects of executive compensation
Committee with executive compensation matters. Under the programs to assess whether they support the
terms of its written agreement, Exequity is responsible for, business strategy
among other matters:

•
Preparing for and attending selected Committee and on her appointment to the role of CEO.
Board meetings
Consistent with the terms of the written agreement and the
•
Supporting the Committee in staying current on the Committee charter, Exequity has, with the knowledge and
latest legal, regulatory and other industry considerations consent of the Committee, provided input to management on
affecting executive compensation and benefit programs matters to be presented by management to the Committee.
Exequity has not performed services for Staples that were
• Providing general advice to the Committee with respect unrelated to Committee matters. During 2016, with the
to all compensation decisions pertaining to the CEO Committee’s approval, Exequity assisted management
and all compensation recommendations submitted by providing compensation data related to executive and
by management non-executive positions. Most of the data reviewed by the
Committee is generated by management and reviewed
During our 2016 fiscal year, the independent consultant and advised upon by the compensation consultant. The
performed these responsibilities and met with the Committee principal consultant from Exequity attended each of the four
in executive session without the presence of management. Committee meetings during our 2016 fiscal year. Exequity
Exequity was also engaged to support the Compensation was paid $87,861 for all services rendered during 2016. In
Committee with analysis and recommendations with respect September 2016, the Committee performed a conflict of
to appropriate target annual compensation for Ms. Goodman interest assessment with respect to Exequity and no conflict of
interest was identified.
Benchmarking
The Committee’s typical practice is to review NEO Summary – New CEO Compensation” section of this CD&A.
compensation on an annual basis at its regularly scheduled Given the departures of Messrs. Sargent and Wilson in 2016,
meeting in December of each year, ahead of the beginning of the expectation that Ms. Goodman would be reviewing our
the new fiscal year. The Committee typically benchmarks each management structure as part of her transition to the new role,
NEO’s compensation against data and analysis provided by the Committee’s previous extensive analysis of current NEO
management and the independent compensation consultant compensation, and the fact that our Senior Vice President and
based on current proxy statement data from our peer group, Corporate Controller and Executive Vice President and Chief
and taking into account the Company’s performance, Legal Officer were not expected to be NEOs going forward,
shareholder feedback, and the results of our Say-on-Pay the Committee did not make any changes to the executive
advisory vote. compensation for our other NEOs and determined that its
typical benchmarking would not be productive.
In 2016, the Committee met in executive session and
engaged the independent compensation consultant to provide Instead, in December 2016 the Committee focused on the
benchmarking analysis and recommendations with respect to competitiveness of base salary, total cash compensation (base
Ms. Goodman’s target compensation in connection with her salary plus annual cash bonus) and total long-term incentive
appointment to the CEO role on an interim basis in June, and a compensation levels that would potentially be associated with
permanent basis in September, as described in the “Executive Ms. Goodman’s new management structure.
Peer Group
The Committee reviews our peer group extensively every three Based on a quantitative and qualitative assessment, the
years, the last review being conducted in 2015. Committee retained twelve of the then peer group companies
and included six new peer group companies. These changes
The peer group analysis was conducted by the Committee’s were designed to ensure the overall peer group was more
independent compensation consultant, using a proprietary appropriately aligned with Staples from a revenue and market
model to compare the “fit” of each of the peer group capitalization perspective.
companies to Staples’ profile based on industry, company
size, market valuation, and performance. The new companies selected at that time are shaded in the
table below:
Bed Bath & Beyond Kohl’s Corporation Office Depot, Inc.

Best Buy Co., Inc. L Brands, Inc. Publix Super Markets, Inc.
CarMax, Inc.* Lowe’s Companies, Inc. Rite Aid Corporation
FedEx Corporation Macy’s, Inc. Sysco Corporation
Gap Inc. NIKE, Inc. The TJX Companies, Inc.
J.C. Penney Company, Inc. Nordstrom, Inc. Xerox Corporation
* CarMax, Inc. will be removed from the peer group as our new CEO, Ms. Goodman, serves on the CarMax, Inc. Board.
We will again review our peer group in 2017 to ensure appropriate alignment for industry, revenue and capitalization following
the divestiture of our European business and our geographic focus to North America, in addition to our strategic shift to B2B
and delivery.

Compensation Analysis & Conclusions

This section describes the Committee’s analysis and conclusions relating to the overall level of compensation for our CEO and
other named executive officers.
CEO Compensation
Please refer to the “Executive Summary – Shareholder Feedback and Board Response” and “New CEO Compensation” sections
of this CD&A for a full description of how Ms. Goodman’s total target compensation as CEO was determined.
Compensation at Target - Based on the analysis of peer compensation for Ms. Goodman at the 25th percentile of our
group CEO compensation provided by the independent peer group companies.
compensation consultant, the Committee set target
Other NEO Compensation

As discussed in the “Compensation Process – Benchmarking” As Ms. Goodman finalized the management structure for
section of this CD&A, the Committee had previously 2017, the Committee were asked by management at the
been provided with extensive analysis with respect to the December meeting to instead review the appropriate target
compensation of our other NEOs over the preceding years, compensation for two expected executive officer roles: (i) the
and did not engage in further detailed benchmarking in role of Vice Chairman and Chief Administrative Officer, which
2016. The Committee had previously taken steps to align was filled in January 2017 by an external candidate, and (ii) the
Ms. Komola’s target compensation more closely with the 50th President, North American Delivery role, which was filled by an
percentile of the peer group. internal candidate at the beginning of fiscal 2017.
Conclusions
The Committee reviewed and established the target the prior CEO and that it aligned with the 25th percentile
compensation for our CEO, appointed in September 2016 of Staples peer group companies. The Committee also
and determined that the overall target compensation was determined that the 2016 compensation for the other
appropriate, given the target compensation agreed was NEOs continued to be appropriate.
a significant reduction versus the target compensation of
IV OTHER MATTERS
Termination Scenarios
The Committee regularly reviews all compensation Documentation detailing the above components and
components for our NEOs, including salary, bonus, current scenarios with their respective dollar amounts was prepared
vested and unvested long term incentive compensation, the by management for each of our NEOs and reviewed by the
current value of owned shares, and cost of all perquisites and Committee in March 2017. This information was prepared
benefits. In addition, the Committee periodically examines based on compensation data as of the end of fiscal year 2016
similar information for other senior executives. and assumed that the various scenarios occurred at the end of
fiscal year 2016. Similar termination scenario information with
The Committee also reviews the projected payout obligations respect to our 2016 fiscal year is presented under the heading
under potential retirement, termination, severance, and “Potential Payments upon Termination or Change-in-Control.”
change-in-control scenarios to fully understand the financial
impact of each of these scenarios to Staples and to Based on this review, the Committee found the total
the executives. compensation for each of our NEOs under these various
scenarios to be reasonable. Many factors were considered,
including, but not limited to, the contributions of the executive to
Staples, the financial performance of Staples, the marketplace
and the particular contemplated scenario.
Input from Management

Certain officers within our Human Resources department other senior executives. These officers also compile other
regularly attend Committee meetings to provide information relevant data at the request of the Committee. The CEO’s
and recommendations regarding our executive compensation recommendations are based in part on the results of annual
program, including the Executive Vice President of Human performance reviews of the other executives.
Resources and Vice President of Compensation.
The Committee is not bound by such recommendations but
Among other things, these officers present our CEO’s generally takes them into consideration before making final
recommendations regarding any change in the base salary, determinations about the compensation of such executives
bonus, equity compensation, goals related to performance- other than our CEO.
based cash or equity compensation and other benefits of
The CEO, at the discretion of the Committee, may be invited Ms. Goodman attended the regularly scheduled meetings in
to attend all or part of any Committee meeting to discuss June and December. When discussing compensation matters
compensation matters pertaining to the other executives. pertaining to our CEO, the Committee generally meets in
In fiscal 2016, Mr. Sargent attended the regularly scheduled executive sessions with its independent compensation
compensation committee meetings in March and June. consultant without any member of management present.
Administration of Incentive Plan

The Board and the Committee, through delegated powers, The Board has delegated authority to the Chairman and CEO
have broad discretion in administering the cash and stock to grant stock options and restricted stock units and, in his
incentive plans under which new awards may be made. This capacity as Chairman, restricted stock to non-executive
discretion includes the authority to grant awards, determine employees out of an annual pool of 600,000 shares. Given our
target awards, and select performance objectives and goals, appointment of an independent Chairman in 2017, the Board
along with the ability to adopt, amend and repeal such expects to revisit this delegation.
administrative rules, guidelines and practices as deemed
advisable. In addition, the Committee has broad discretion The annual pool is designed to be used between quarterly
to modify awards and determine goal attainment and the Committee meetings to facilitate making new hire and
payment of awards under our current plans. retention grants and to reward special accomplishments and
achievements of associates. Awards from the annual pool are
The Committee may determine to what extent, if any, specific granted on the earlier of the first business day of the month
items are to be counted in the relevant financial measures that follows appropriate approval or two business days after
for any particular business and whether special one-time the Committee’s ratification of the award. Awards from this
or extraordinary gains and/or losses and/or extraordinary pool cannot be granted to executive officers.
events should or should not be included or considered in the
calculation of goals. The Committee can decrease but not
increase incentive awards for NEOs.
Risk Assessment
At the December 2016 meeting, the Committee conducted The risk mitigators included the balanced mix of cash and
its annual risk assessment of our executive officer equity incentives, the mix and quality of the performance
compensation programs. The evaluation included an analysis metrics, the stock ownership guidelines and a broad
of the appropriateness of our peer group, compensation mix, recoupment policy. The Committee also considered and
performance metrics, performance goals and payout curves, reviewed the input from participants in our corporate
payment timing and adjustments, equity incentives, stock governance outreach program.
ownership guidelines/trading policies, performance appraisal
process and leadership/culture. In addition, the Committee Based on its evaluation and recognizing that all compensation
reviewed the major compensation plans with regard to risk programs are inherently risk laden, the Committee determined
mitigators attributable to each of the programs. that the level of risk within our compensation programs was
appropriate and did not encourage excessive risk taking by
our executives. Accordingly, the Committee concluded that
our compensation programs are not reasonably likely to have
a material adverse effect on the Company.
Stock Ownership
Within five years of becoming an officer of the Company, our • Presidents: 3x Salary
senior executives must attain minimum ownership of Staples
common stock equal in value to no less than a defined multiple • Other Executive Officers: 1 - 2x Salary1
of their salary. The applicable multiples for Company officers are:
As of January 28, 2017, all senior executives had achieved
• CEO: 5x Salary the minimum ownership except for Ms. Goodman and
Ms. Komola, who were both within their phase-in period.
• CFO: 4x Salary Ms. Komola subsequently satisfied the minimum ownership
requirement in March 2017.
1
The stock ownership guidelines do not apply to Mr. Conte as
he is not a member of our senior leadership team.
Recoupment Policy
Our annual cash bonus plans, long term incentive plans and deceitful acts resulting in improper personal benefit or injury
agreements and severance arrangements provide for forfeiture to the company, fraud or willful misconduct that significantly
and recovery of undeserved cash, equity and severance contributes to a material financial restatement, violation of the
compensation from any associate that engages in certain Code of Ethics and breach of key associate agreements.
particularly harmful or unethical behaviors such as intentional

Hedging and Pledging Company Securities

Hedging. Our Insider Trading Policy prohibits, among many Pledging. Our Insider Trading Policy prohibits the use of
other actions, our associates and directors from entering into Staples’ securities as collateral in margin accounts. However,
derivative transactions such as puts, calls, or hedges with in limited circumstances, pledging of Staples’ securities
our stock. for bona fide loans which may require such securities as
collateral may be allowed, provided such pledge is cleared
with the General Counsel. In the past five years, the General
Counsel has not cleared, or been asked to clear, any pledge
of Staples’ securities.
Tax and Accounting Implications

Under Section 162(m) of the U.S. Internal Revenue Code, All annual cash incentive awards and performance shares
certain executive compensation in excess of $1 million paid awarded to our NEOs are paid pursuant to plans approved
to our CEO and to our three most highly compensated officers by our stockholders and are potentially deductible by
(other than the CEO and CFO) whose compensation is required us. Time-based restricted stock does not qualify for the
to be disclosed to our stockholders under the Securities performance-based exception to Section 162(m), but the
Exchange Act of 1934, is not deductible for federal income Committee has determined that the retention benefit derived
tax purposes unless the executive compensation is awarded from such awards outweighs any potential tax benefit to us.
under a performance-based plan approved by stockholders.
The compensation that we pay to our NEOs is expensed
To maintain flexibility in compensating executive officers in a in our financial statements as required by U.S. generally
manner designed to promote varying corporate goals, the accepted accounting principles. As one of many factors,
Committee has not adopted a policy that all compensation the Committee considers the financial statement impact
must be deductible. The Committee reviews the impact of in determining the amount of, and allocation among the
Section 162(m) and intends, to the extent it determines to elements of, compensation. Stock-based compensation
be practicable, to preserve deductibility under the Internal is accounted for as required under FASB ASC Topic 718.
Revenue Code of compensation paid to our executive officers
when consistent with our goal of utilizing compensation
programs that attract and retain key executives and align with
stockholder interests.
COMPENSATION COMMITTEE REPORT

The Committee’s objective was to maintain a strong link between pay and performance and to continue to motivate our executives
to execute on the key priorities of the strategic plan. The Committee reaffirmed its commitment to pay for performance and the
compensation philosophy established in 2013.
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required
by Item 402(b) of Regulation S-K with management and, based on this review and discussion, recommended to the Board that
the Compensation Discussion and Analysis be included in this proxy statement.
Compensation Committee
Paul Walsh, Chair

Deborah Henretta
Carol Meyrowitz

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table
The following table sets forth certain information concerning the compensation of our CEO, our former CEO, our CFO, our three
other most highly compensated executive officers serving as of the end of our 2016 fiscal year, and one other executive officer
who left Staples during 2016, whom we refer to collectively as the “NEOs.”
Non-Equity
Stock Option Incentive Plan All Other
Salary Awards Awards Compensation Compensation Total
Year ($) ($) (1) Bonus ($) ($) (2) ($) (3) ($)
Shira Goodman 2016 942,028 2,169,111 584,817 77,938 3,773,894
Christine T. Komola 2016 730,769 2,169,111 291,942 72,637 3,264,460
EVP, Chief Financial Officer 2015 646,384 2,169,109 181,860 78,100 3,075,453
2014 584,063 2,169,112 495,347 59,142 3,307,664
Mark Conte 2016 379,219 575,007 120,378 24,630 1,099,233
SVP, Corporate Controller
Joseph G. Doody 2016 698,394 2,169,111 279,008 140,866 3,287,380
Vice Chairman 2015 694,229 2,169,109 195,321 146,416 3,205,075
2014 678,020 2,169,112 755,188 115,799 3,718,119
Michael Williams 2016 543,604 575,001 127,747 37,081 1,283,433
EVP, Chief Legal Officer
Ronald L. Sargent 2016 1,249,208 8,225,018 880,692 309,134 10,664,052
CEO and Chairman 2015 1,249,208 8,225,007 0 389,360 9,863,575
2014 1,249,208 8,225,000 2,591,478 325,851 12,391,537
John Wilson 2016 529,904 2,169,111 86,359 598,854 3,384,228
President, Intl Operations (4) 2015 693,233 2,169,109 195,041 419,360 3,476,743
2014 668,000 2,169,112 495,292 326,725 3,659,129
(1) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of awards computed in
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, not
the actual amounts paid to or realized by the NEOs during our 2016, 2015 and 2014 fiscal years. An explanation of vesting
of restricted stock unit awards, as well as the methodology for payouts under performance share awards is discussed in the
footnotes to the “Grants of Plan-Based Awards for 2016 Fiscal Year” and “Outstanding Equity Awards at 2016 Fiscal Year End”
tables below.
The amounts shown in the Stock Awards column in 2016 represent the grant date fair value of the 2016-2018 performance
share awards granted under the 2014 Stock Incentive Plan. The fair value of these awards is based on the closing price of
our common stock ($10.50) on April 22, 2016 (grant date) and is calculated at the target share payout for the three-year
performance period. For information about the threshold and maximum payout amounts under these awards, see the “Grants
of Plan-Based Awards for 2016 Fiscal Year” table below.
For our three-year performance share awards in 2016, actual shares earned are based on achievement of goals established
for the three-year period. In addition, any award that is earned based on performance will be increased or decreased by 25%
based on Staples’ three-year TSR relative to the returns generated by the S&P 500 over the same period.
(2) The Non-Equity Incentive Plan Compensation column includes amounts earned under the annual cash incentive award, and in
2014 also includes amounts earned under the legacy long term cash awards. NEOs no longer receive long term cash awards.
(3) The All Other Compensation column represents the following amounts, as applicable for each NEO:
• Contributions made on a matching basis pursuant to the terms of our 401(k) plan and SERP.
• Premiums paid under our executive life insurance and long-term disability plans, reimbursement of taxes owed with respect
to such premiums, and premiums paid under our long-term care plan. In fiscal year 2016, annual premiums paid under our
executive life insurance plan for Mr. Sargent, Ms. Komola, and Mr. Doody were $100,000, $19,304, and $50,000, respectively.
Messrs. Conte, Williams and Wilson’s and Ms. Goodman’s life insurance coverage was in the form of Death Benefit Only,
providing for Staples to pay their beneficiary upon their death, and taxes were not reimbursed with respect to those premiums.
There was no annual premium paid for Mr. Williams in 2016 because the Company had already fully funded his policy through
premiums paid in prior years. In fiscal year 2016, annual premiums paid under our long-term disability plans for Mr. Sargent
and Ms. Goodman were $16,836 and $3,570, respectively.
• Tax preparation services.
• Executive physical and registry program.
• Cash payments described in the “All Other Compensation” table below.

(4) Mr. Wilson received monthly severance payments in 2016 equal to his monthly base salary rate in effect upon his departure
from Staples on October 31, 2016, plus one-twelfth of his average annual cash award over the prior three years. The amounts
representing salary are included in the “All Other Compensation” column and the amounts representing his average annual cash
award are included in the “Non-equity Incentive Plan Compensation” column. In connection with his departure from Staples we
also agreed to make a contingent termination payment in 2017, which is not included in the table and which represented the
amount Mr. Wilson would have otherwise received under our Amended and Restated Executive Officer Incentive Plan had he
remained employed through the end of fiscal year 2016, pro-rated to account for the time he was actually employed. Mr. Wilson
received $211,697 in 2017 pursuant to this contingent termination payment.
All Other Compensation

The table below sets forth the dollar amounts that we paid for each applicable item listed above.
Executive Life Long-Term Long-Term Tax Cash

401(k) SERP Insurance Disability Care Services Physical Payments Totals
Shira Goodman 2016 2,650 43,593 21,553 6,400 1,242 2,500 0 0 $77,938
2016 2,650 36,313 28,577 0 1,022 1,075 3,000 0 $72,637
Christine T. Komola 2015 2,650 42,229 28,599 0 1,022 1,050 2,550 0 $78,100
2014 2,600 23,100 28,620 0 1,022 1,050 2,750 0 $59,142
Mark Conte 2016 0 0 21,035 0 3,595 0 0 0 $24,630
2016 2,650 27,936 103,484 0 1,796 5,000 0 0 $140,866
Joseph G. Doody 2015 2,650 47,570 86,550 0 1,796 5,000 2,850 0 $146,416
2014 2,600 27,076 79,327 0 1,796 5,000 0 0 $115,799
Michael Williams 2016 2,650 25,321 0 0 3,810 5,000 300 0 $37,081
2016 2,650 49,968 188,857 12,754 1,555 50,000 3,350 0 $309,134
Ronald L. Sargent 2015 2,650 114,293 189,036 31,826 1,555 50,000 0 0 $389,360
2014 2,600 50,625 189,215 31,856 1,555 50,000 0 0 $325,851
2016 2,650 31,649 41,691 0 5,304 0 0 517,560 $598,854
John Wilson (1) 2015 0 47,199 0 0 5,304 3,053 0 363,804 $419,360
2014 0 26,720 0 0 5,064 18,200 0 276,741 $326,725
(1) Mr. Wilson’s payments reflect his expatriate assignment from the U.S. to the Netherlands. The total shown for tax services
is the actual cost of Mr. Wilson’s tax preparation services. The total shown for cash payments includes (i) $172,652 in 2016
representing severance payments made to Mr. Wilson following his departure from Staples, (ii) the cost of secondary housing
while on assignment and following Mr. Wilson’s departure from Staples, and (iii) a cost of living differential allowance, school fees,
automobile and home leave costs while on assignment.

Grants of Plan-Based Awards for 2016 Fiscal Year

The following table sets forth summary information regarding grants of plan-based awards made to the NEOs for our 2016
fiscal year.
All Other
Estimated Possible Payouts Estimated Future Payouts Stock
Under Non-Equity Incentive Under Equity Incentive Awards
Plan Awards Plan Awards (1) (2)
Number Grant Date
Committee of Shares Fair Value
Grant Approval Threshold Target Maximum Threshold Target Maximum of Stock of Stock
Name Date Date ($) ($) ($) (#) (#) (#) or Units Awards
Shira (3) 155,536 1,244,291 2,488,582
Goodman
4/22/2016 4/20/2016 68,861 $723,041
4/22/2016 4/20/2016 34,430 137,721 275,442 $1,446,071
Christine T. (3) 77,644 621,154 1,242,308
Komola
4/22/2016 4/20/2016 68,861 $723,041
4/22/2016 4/20/2016 34,430 137,721 275,442 $1,446,071
Mark Conte (3) 23,701 189,609 379,218
7/1/2016 65,046 $575,007
Joseph G. (3) 74,204 593,635 1,187,270
Doody
4/22/2016 4/20/2016 68,861 $723,041
4/22/2016 4/20/2016 34,430 137,721 275,442 $1,446,071
Michael (3) 33,975 271,802 543,604
Williams
4/22/2016 4/20/2016 9,127 36,508 73,016 $383,334
Ronald L. (3) 234,227 1,873,812 3,747,624
Sargent
4/22/2016 4/20/2016 261,112 $2,741,676
4/22/2016 4/20/2016 130,556 522,223 1,044,446 $5,483,342
John Wilson (3) 74,524 596,190 1,192,380
4/22/2016 4/20/2016 68,861 $723,041
4/22/2016 4/20/2016 34,430 137,721 275,442 $1,446,071
(1) On April 20, 2016, the Compensation Committee established the threshold, target and maximum payout levels for the 2016-
2018 performance share awards granted pursuant to our 2014 Stock Incentive Plan. Amounts earned under performance share
awards and shown in the table may be increased or decreased by 25% based on Staples’ three-year TSR relative to the returns
generated by the S&P 500 over the same period.
The grant date fair value of these awards is based on the closing price of our common stock ($10.50) on April 22, 2016 (grant
date) and the target payout amount. The table below provides additional information about the value of the awards based on
threshold and maximum payout levels for all three years of the performance period, excluding any increase or decrease based
on TSR performance:
2016-2018 2016-2018 2016-2018

Threshold Target Max
NEO ($) ($) ($)
Shira Goodman $361,518 $1,446,071 $2,892,141
Christine T. Komola $361,518 $1,446,071 $2,892,141
Mark Conte — — —
Joseph G. Doody $361,518 $1,446,071 $2,892,141
Michael Williams $95,834 $383,334 $766,668
Ronald L. Sargent $1,370,835 $5,483,342 $10,966,683
John Wilson $361,518 $1,446,071 $2,892,141
For our three-year performance share awards, actual shares earned are based on achievement of goals established for the
three-year performance period.
(2) Restricted Stock Units granted pursuant to our 2014 Stock Incentive Plan as part of our long-term incentive pay mix in 2016,
vesting in three equal installments over a three-year period. The grant date fair value of these awards is based on the closing
price of our common stock ($10.50) on April 22, 2016 (grant date).
(3) On March 1, 2016, the Compensation Committee established the performance objectives for the 2016 annual cash incentive
awards under the Amended and Restated Executive Officer Incentive Plan, as well as the threshold, target and maximum
payment levels. See “CD&A” for information about 2016 goal achievement.

Vesting Provisions of Plan-Based Awards

2016 Compensation Program: •
Death or Disability. In the event of a NEO’s death or
disability, performance shares will vest and be paid out
Annual Cash Incentive Plan Awards. Payments of annual cash at the end of the performance period, to the extent the
incentive plan awards under the Executive Officer Incentive performance objectives are met, as if the NEO were
Plan are determined based on achievement of performance employed on such date.
goals and continued service to Staples. In addition, the
following provisions apply: • Change-in-Control. If, in connection with a change-in-
control, (a) the NEO does not accept employment with
• Retirement. If a NEO terminates his employment before the surviving corporation upon the change-in-control or
the end of a performance period and if the NEO has (b) within one year following the change-in-control, the
satisfied the “Rule of 65” requirements (attainment of age NEO’s employment is terminated without cause (or the
55 plus years of service to Staples is equal to or greater NEO resigns for good reason), the NEO is entitled to
than 65), then the NEO is eligible for a prorated award receive the greater of the target number of shares or the
based on the number of days the NEO was employed shares earned based on achievement of the performance
during the plan year. A prorated award will only be paid out objectives and TSR multiplier.
if the Compensation Committee certifies achievement of
the objectives and the payouts at the end of the plan year. Restricted Stock Units. Restricted Stock Units vest in three
equal installments over a three-year period, with one-third of
• Death. Upon a NEO’s death before the end of the plan the underlying shares vesting on each anniversary of the grant
year, annual cash incentive plan awards will be paid out at date. In addition, the following provisions apply:
100% of the target award, regardless of the amount that
would have been earned based upon achievement of the • Termination of Employment. All unvested Restricted Stock
performance goals. Units are forfeited if a NEO ceases to be an employee
of, or consultant to, Staples, except in connection with
• Disability. If a NEO’s employment is terminated due to retirement under certain circumstances described below.
disability before the end of the plan year, then the NEO
is eligible for a prorated award based on the number • Death, Disability or Retirement. In the event of a NEO’s
of days the NEO was employed during the plan year. death, disability or retirement after reaching the age of 65,
Prorated awards will only be paid out if the Compensation any unvested Restricted Stock Units shall vest in full.
Committee certifies achievement of the objectives and the
payouts at the end of the plan year. • Change-in-Control. If within one year following a change-
in-control, a NEO’s employment is terminated without
•
Termination of Employment. Other than as described cause (or the NEO resigns for good reason), any unvested
above, all annual cash incentive plan awards are forfeited Restricted Stock Units shall vest in full.
upon termination of employment.
Option Awards. Under certain circumstances, the time-based
Performance Shares. Performance share awards are earned vesting of stock options, which were granted to NEOs prior to
based on achievement of performance objectives for each 2013, may be accelerated or the awards may be forfeited as
year of the performance period, but do not fully vest until the described below.
three-year performance period is completed. In addition, the
following provisions apply: • Retirement or Resignation. If a NEO retires or resigns and
(i) the age of 65 has been attained, or (ii) the age and
•
Termination of Employment by Staples, Retirement or years of service requirements of our Rule of 65 have been
Resignation. If a NEO is terminated other than for “cause” satisfied, then all stock option awards vest in full.
(as defined in the award agreement) or the NEO retires
or resigns and the age and years of service requirements • Termination of Employment by Staples. All unvested stock
of our Rule of 65 have been satisfied, then the NEO may options are forfeited if a NEO is terminated by Staples,
be eligible to receive (i) shares earned for completed regardless of whether such termination was for cause.
fiscal years within the performance period and, for partial
fiscal years during which the named executive officer was • Death or Disability. All stock options vest in full upon a
employed by Staples, a pro rata portion based on the NEO’s death or disability.
days employed by Staples, as adjusted by (ii) the TSR
multiplier. Prorated awards will only be paid out if the • Change-in-Control. Under our standard form of non-
Compensation Committee certifies achievement of the qualified stock option agreement, a change-in-control
objectives and the payouts will be made at the end of the would result in a partial vesting acceleration of
applicable performance period. outstanding options and a termination without cause
(or resignation for good reason) within one year after a
•
Termination for “Cause” by Staples. All performance change-in-control would result in acceleration of vesting
shares are forfeited if a NEO is terminated for cause. of all remaining options.

Outstanding Equity Awards at 2016 Fiscal Year End

The following table sets forth summary information regarding the outstanding equity awards held by each of the NEOs as of the
end of our 2016 fiscal year.
Option Awards Stock Awards

Equity
Equity Incentive
Incentive Plan Awards:
Market Plan Awards: Market or
Value of Number of Payout Value
Number of Shares Unearned Of Unearned
Number of Securities Number of or Units Shares, Units Shares, Units
Securities Underlying shares or of Stock or Other or Other
Underlying Unexercised Option Option units of stock That Rights That Rights That
Grant Date/ Unexercised Options (#) Exercise Expiration that have not Have Not Have Not Have Not
Performance Options (#) Unexercisable Price Date vested Vested Vested Vested
Name Share Period Exercisable (1) ($) (2) (#) (3) (#) (4) (#) (5) ($) (4)
Shira Goodman 4/22/2016 68,861 $630,767
1/31/2016-2/2/2019 (6) 137,721 $1,261,524
2/1/2015-2/3/2018 (7) 130,748 $1,197,652
2/2/2014-1/28/2017 (8) 161,874 $1,482,766
7/2/2012 155,262 13.03 7/2/2022
7/1/2011 159,551 15.93 7/1/2021
7/1/2010 119,353 19.27 7/1/2020
7/1/2009 120,061 20.12 7/1/2019
7/1/2008 111,651 24.30 7/1/2018
7/2/2007 103,095 24.42 7/2/2017
Christine T. Komola 4/22/2016 68,861 $630,767
1/31/2016-2/2/2019 (6) 137,721 $1,261,524
2/1/2015-2/3/2018 (7) 130,748 $1,197,652
2/2/2014-1/28/2017 (8) 161,874 $1,482,766
7/2/2012 60,516 13.03 7/2/2022
7/1/2011 39,406 15.93 7/1/2021
7/1/2010 29,478 19.27 7/1/2020
7/1/2009 29,653 20.12 7/1/2019
7/1/2008 18,736 24.30 7/1/2018
7/2/2007 17,300 24.42 7/2/2017
Mark Conte 7/1/2016 31,109 $284,958
7/1/2016 33,937 $310,863
9/16/2015 3,595 $32,930
7/1/2015 11,790 $107,996
Joseph G Doody 4/22/2016 68,861 $630,767
1/31/2016-2/2/2019 (6) 137,721 $1,261,524
2/1/2015-2/3/2018 (7) 130,748 $1,197,652
2/2/2014-1/28/2017 (8) 161,874 $1,482,766
7/2/2012 217,314 13.03 7/2/2022
7/1/2011 230,749 15.93 7/1/2021
7/1/2010 172,614 19.27 7/1/2020
7/1/2009 173,642 20.12 7/1/2019
7/1/2008 161,478 24.30 7/1/2018
7/2/2007 149,104 24.42 7/2/2017
Michael Williams 4/22/2016 18,254 $167,207
1/31/2016-2/2/2019 (6) 36,508 $334,413
2/1/2015-2/3/2018 (7) 34,660 $317,486
2/2/2014-1/28/2017 (8) 30,019 $274,974
12/3/2014 41,581 $380,882


Equity
Equity Incentive
Incentive Plan Awards:
Market Plan Awards: Market or
Value of Number of Payout Value
Number of Shares Unearned Of Unearned
Number of Securities Number of or Units Shares, Units Shares, Units
Securities Underlying shares or of Stock or Other or Other
Underlying Unexercised Option Option units of stock That Rights That Rights That
Grant Date/ Unexercised Options (#) Exercise Expiration that have not Have Not Have Not Have Not
Performance Options (#) Unexercisable Price Date vested Vested Vested Vested
Name Share Period Exercisable (1) ($) (2) (#) (3) (#) (4) (#) (5) ($) (4)
Ronald L. Sargent 4/22/2016 261,112 $2,391,786
1/31/2016-2/2/2019 (6) 522,223 $4,783,563
2/1/2015-2/3/2018 (7) 495,781 $4,541,354
2/2/2014-1/28/2017 (8) 613,806 $5,622,463
7/2/2012 824,068 13.03 7/2/2022
7/1/2011 863,012 15.93 7/1/2021
7/1/2010 645,583 19.27 7/1/2020
7/1/2009 649,424 20.12 7/1/2019
7/1/2008 603,932 24.30 7/1/2018
7/2/2007 557,653 24.42 7/2/2017
John Wilson 1/31/2016-2/2/2019 (6) 34,337 $314,527
2/1/2015-2/3/2018 (7) 76,389 $699,723
2/2/2014-1/28/2017 (8) 148,533 $1,360,562
10/1/2012 426,812 11.61 4/30/2017
(1) Stock options vest 25% per year after the date of grant. The exercisability of the options is accelerated in the circumstances
described under the caption “Vesting Provisions of Plan-Based Awards” following the “Grants of Plan-Based Awards for 2015
Fiscal Year” table above.
(2) The expiration date for stock options is typically the tenth anniversary of the date of grant.
(3) The shares in this column represent Restricted Stock Units. Restricted Stock Units vest in three equal installments over a
three-year period, with one-third of the underlying shares vesting on each anniversary of the grant date. The exercisability of
the Restricted Stock Units is accelerated in the circumstances described under the caption “Vesting Provisions of Plan-Based
Awards” following the “Grants of Plan-Based Awards for 2016 Fiscal Year” table above.
(4) Based on the fair market value of our common stock on January 28, 2017 ($9.16 per share).
(5) The shares in the Equity Incentive Plan Awards column represent performance share awards based on target share payout.
(6) Performance share awards vest based on achievement of performance objectives over the performance period covering fiscal
years 2016 through 2018. For our three-year performance share awards granted in 2016, actual shares earned are based on
achievement of goals established for the three-year period. In addition, any award that is earned based on performance will be
increased or decreased by 25% based on Staples’ three-year TSR relative to the returns generated by the S&P 500 over the
same period.
years 2015 through 2017. For our three-year performance share awards granted in 2015, one-third of the three-year target
award is applied as a target amount for each of the fiscal years within the performance period. Actual shares earned are based
on achievement of goals established for each year. In addition, any award that is earned based on performance will be increased
or decreased by 25% based on Staples’ three-year TSR relative to the returns generated by the S&P 500 over the same period.
See the “CD&A” section of our proxy statement for information about 2016 goal achievement.
years 2014 through 2016. For our three-year performance share awards granted in 2014, one-third of the three-year target
award is applied as a target amount for each of the fiscal years within the performance period. Actual shares earned are based
on achievement of goals established for each year. In addition, any award that is earned based on performance will be increased
or decreased by 25% based on Staples’ three-year TSR relative to the returns generated by the S&P 500 over the same period.
See the “CD&A” section of our proxy statement for information about 2016 and 2015 goal achievement.

Option Exercises and Stock Vested During 2016 Fiscal Year

The following table summarizes the option exercises and vesting of stock awards for each of the NEOs during our 2016 fiscal year:

Number of Number of
Shares Acquired Value Realized Shares Acquired Value Realized
on Exercise Upon Exercise Upon Vesting on Vesting
(#) ($) (#) ($) (1)
Shira Goodman 0 0 63,382 614,805
Christine T. Komola 0 0 63,382 614,805
Mark Conte 0 0 7,692 67,638
Joseph G. Doody 0 0 88,710 860,487
Michael T. Williams 0 0 15,247 147,896
Ronald L. Sargent 0 0 336,372 3,262,808
John Wilson 0 0 62,101 602,380
(1) Represents the fair market value of the stock award on the date of vesting.
Non-Qualified Deferred Compensation for 2016 Fiscal Year

The following table sets forth summary information with respect to each of the NEOs regarding contributions to our Supplemental
Executive Retirement Plan (“SERP”) for our 2016 fiscal year:
Executive Company Aggregate

Contributions in Contributions in Aggregate Earnings Withdrawals/ Aggregate Balance
Last FY Last FY in Last FY Distributions at Last FYE
($) ($)* ($) ($) ($)*
Shira Goodman 224,120 43,593 361,567 0 3,518,401
Christine T. Komola 71,067 36,313 224,123 0 1,311,439
Mark Conte 0 0 0 0 0
Joseph G. Doody 324,485 27,936 929,403 0 8,816,551
Michael Williams 25,322 25,321 19,297 0 168,929
Ronald L. Sargent 224,857 49,968 988,868 0 8,001,095
John Wilson 29,491 31,649 6,304 0 218,052
* Company contribution amounts in 2016 are included in the All Other Compensation column of the Summary Compensation Table
included in this proxy statement. In addition, amounts reported in the aggregate balance that were previously included in the
Summary Compensation Table in prior years can be found in the All Other Compensation Table included in this proxy statement.
Our SERP is a non-qualified deferred compensation plan 2017, the matching contributions generally vest 20% per year
which is generally intended to provide an additional retirement during the first two years of service based on hours worked
account option above the applicable limits of our 401(k) during a calendar year, with the remainder vesting in full after
qualified plan. Our SERP provides participants with a range three years of service. For employees hired after December 31,
of diversified investment options similar to our 401(k) plan. 2016, the matching contributions generally vest in full after
Eligible executives, including the named executive officers, three years of service. All of our named executive officers are
may contribute up to 100% of their base salary and annual fully vested in their SERP balances. Benefits generally are paid
cash bonus and will receive matching contributions in cash to the participant in accordance with a predefined distribution
equal to 100% of each dollar saved, up to a maximum of 4% of schedule based on the requirements of Section 409A under
base salary and bonus. For employees hired prior to January 1, the Internal Revenue Code.
Potential Payments Upon Termination or Change-in-Control

The tables below show the estimated incremental value that would be paid to any named executive officer can only be
transfer to each current named executive officer under various determined at the time of an actual termination of employment
scenarios relating to a termination of employment. The tables and would vary from those listed below. The estimated
below and the discussion that follows assume that such amounts listed below are in addition to any retirement, welfare
termination occurred on January 28, 2017. The actual amounts and other benefits that are available to associates generally.

Fiscal 2016 Termination Scenarios

Termination
Termination Resignation Following
Retirement or Termination Without for Good Change-in- Change-in- Death or
Resignation for Cause Cause Reason Control Control Only Disability
Shira Goodman *
Cash Severance Payment $0 $0 $3,025,162 $3,025,162 $3,781,453 $0 $0
Value of Accelerated Vesting of
Incentive Compensation $0 $0 $0 $0 $2,577,184 $0 $2,291,511
Continuation of Benefits $0 $0 $36,713 $36,713 $55,367 $0 $0
Life Insurance Payout $0 $0 $0 $0 $0 $0 $3,300,000
Survivor Death Benefit Payout $0 $0 $0 $0 $0 $0 $7,150,000 (1)
Total $0 $0 $3,061,875 $3,061,875 $6,414,004 $0 $12,741,511
Christine Komola *
Cash Severance Payment $0 $0 $1,049,616 $0 $1,574,424 $0 $0
Life Insurance Payout $0 $0 $0 $0 $0 $0 $0
Total $0 $0 $1,078,193 $28,577 $4,194,474 $0 $5,704,011
Mark Conte *
Cash Severance Payment $0 $0 $235,923 $0 $471,845 $0 $0
Incentive Compensation $0 $0 $0 $0 $736,748 $0 $736,748
Total $0 $0 $272,118 $36,195 $1,263,183 $0 $3,210,810
Joseph Doody *
Cash Severance Payment $0 $0 $1,024,105 $0 $1,536,157 $0 $0
Continuation of Benefits $16,807 $16,807 $132,459 $132,459 $190,524 $0 $0
Life Insurance Payout $0 $0 $0 $0 $0 $0 $0
Total $16,807 $16,807 $1,156,564 $132,459 $4,303,866 $0 $5,469,204
Michael Williams *
Cash Severance Payment $0 $0 $690,562 $0 $1,035,843 $0 $0
Incentive Compensation $0 $0 $0 $0 $1,064,053 $0 $988,337
Total $0 $0 $741,967 $51,405 $2,159,178 $0 $4,521,760
(1) Includes one year payout at target under the Amended and Restated Executive Officer Incentive Plan (or, in the case of
Mr. Conte, the Annual Performance Award Plan) in addition to any Survivor Death Benefit Payout.
* Payouts subject to 409A regulations.

See below for additional explanation of the terms of these awards) to 2.99 times the sum of an executive’s salary and
payments and our assumptions calculating them. Each of target annual cash incentive award, under all scenarios other
these payments complies with our policy adopted in October than death or disability. In addition, please see the “CD&A”
2015, limiting severance benefits payable under a NEO’s section of this proxy statement.
employment or severance agreement (excluding equity
Retirement or Resignation
The “Retirement or Resignation” column includes:
• Continuation of Benefits. The continuation of benefits for Mr. Doody represents the provision of long-term care coverage
beginning at age 65 under a group long-term care insurance plan.
Termination for Cause

The “Termination for Cause” column includes:
• Continuation of Benefits. The continuation of benefits for Mr. Doody represents the provision of long-term care coverage
beginning at age 65 under a group long-term care insurance plan.
Termination without Cause or Resignation for Good Reason

In addition to our equity and cash incentive award agreements or require that he or she relocate their office more than
that provide for the acceleration of vesting upon a termination an additional 50 miles from the NEO’s primary residence
without cause, we have entered into severance benefits following a change-in-control of Staples.
agreements with each of the NEOs that provide compensation
following a termination without cause or resignation for good The “Termination without Cause” and “Resignation for Good
reason. The circumstances constituting cause or good reason Reason” columns include:
are specifically described in the severance benefits agreements
for the named executive officers, which are listed as exhibits • Cash Severance Payments. Amounts represent the
to our most recent Annual Report on Form 10-K and our cash continuation of salary and bonus for 24 months for
and equity incentive plans, if applicable. In general, under the Ms. Goodman, 6 months for Mr. Conte, and 12 months
severance benefit agreements and our incentive plans: for the other NEOs.
• a termination will be for cause if the NEO has willfully failed • Continuation of Benefits. The continuation of benefits
to perform his or her duties, breached any confidentiality represents health, dental and vision insurance coverage for
or non-compete agreement with us, or engaged in the severance period, as well as executive life insurance.
misconduct that harms us; and For Mr. Doody, amounts also include the provision of
long-term care coverage beginning at age 65 under a
• the NEO will have good reason to resign if we materially group long-term care insurance plan. The amounts listed
diminish his or her authority or responsibilities, reduce his are estimates based on the current policies in place after
or her salary or eligibility for bonus and other benefits, applying a reasonable benefit cost trend.
Termination Following Change-in-Control

Under our severance benefits agreements with the NEOs, if we The “Termination Following Change-in-Control” column
terminate the NEO’s employment without cause or the NEO includes:
resigns for good reason within two years following a change-
in-control of Staples, the NEO would receive payments in •
Cash Severance Payments. Amounts represent the
addition to those triggered by a termination without cause or continuation of salary and bonus for 30 months for
resignation for good reason. The circumstances constituting a Ms. Goodman, 12 months for Mr. Conte, and 18 months
change-in-control of Staples are specifically described in the for the other NEOs.
severance benefits agreements for the NEOs, which are listed
as exhibits to our most recent Annual Report on Form 10-K. In • Value of Accelerated Vesting of Incentive Compensation.
general, a change-in-control will occur if: Amounts represent the target value of the 2016-2018,
2015-2017 and 2014-2016 performance share awards.
• another person becomes the owner of 30% or more of
the combined voting power of our stock, • Continuation of Benefits. The continuation of benefits
represents health, dental and vision insurance coverage for
• there is a change in a majority of the members of the then- the severance period, as well as executive life insurance.
incumbent Board, or For Mr. Doody, amounts also include the provision of
long-term care coverage beginning at age 65 under a
• our shareholders approve a merger with another entity in group long-term care insurance plan. The amounts listed
which our shareholders fail to own more than 75% of the are estimates based on the current policies in place after
combined voting power of the surviving entity. applying a reasonable benefit cost trend.

Death or Disability
The “Death or Disability” column includes: and because Ms. Goodman previously met certain age
and service requirements, Staples agreed to continue her
• Value of Accelerated Vesting of Incentive Compensation. death-benefit only coverage for life.
Amounts represent the target value of the 2016-2018,
2015-2017, and 2014-2016 performance share awards, •
Survivor Death Benefit Payout. Amounts represent
minus amounts earned for completed plan years. payouts of 100% of base salary and target bonus for the
first year and 50% of base salary and target bonus for the
•
Life Insurance Payout. Amounts represent payouts of second and third years, made monthly over a period of
three times base salary. Not included in the table above three years.
are the payouts from insurance policies for Ms. Komola
and Mr. Doody because those are paid directly to the If the termination is due to the NEO’s disability, he or she would
beneficiary by the insurer, unlike the death-benefit only be entitled to receive a distribution from our SERP, generally
coverage for Ms. Goodman and Messrs. Conte and in accordance with the plan provisions and any predefined
Williams, which is collected by Staples from the insurer distribution schedule based on the requirements of Section
and paid to the beneficiary along with reimbursement of 409A of the Internal Revenue Code. The NEO would also
taxes owed with respect to such payout. Payouts under be entitled to receive disability payments from our disability
Ms. Komola and Mr. Doody’s policies would be $2,250,000 carriers, if the named executive officer has enrolled in such
and $2,095,182, respectively. In addition, Staples has policy. Disability coverage is generally designed to replace 60%
agreed to continue executive life insurance premiums to of the NEO’s compensation up to $600,000 for each of the
age 65 for Ms. Komola and Mr. Doody regardless of the named executive officers. The disability benefit payouts from
reason for their termination of employment with Staples, disability insurance policies for which the named executive
officer pays the premiums are not included in the table above.
Agreements Affecting Payments

We provide for forfeiture and recovery of undeserved cash, Code of Ethics and breach of key associate agreements. For
equity and severance compensation from any associate instance, each of the named executive officers has executed
that engages in misconduct. We also view recoupment as a Proprietary and Confidential Information Agreement that
a risk management and asset recovery tool for dealing with covers the two year period subsequent to termination of his
particularly harmful or unethical behaviors such as intentional employment. Violation of any of the terms of these agreements
deceitful acts resulting in improper personal benefit or injury entitles us to recover any severance payments and value
to the company, fraud or willful misconduct that significantly received in connection with any equity awards.
contributes to a material financial restatement, violation of the
Former Executive Officers

Actual termination payments to our NEOs who left Staples in •
Mr. Wilson left Staples on October 31, 2016, and
2016 are as follows. received under his severance agreement and pursuant to
a separate agreement with Staples (i) a cash severance
• Mr. Sargent stepped down as Chief Executive Officer on payment in the amount of $1,109,644, which represents
June 14, 2016, and received (or will receive) pursuant to the continuation of salary and bonus for 12 months,
a letter agreement with Staples (i) $792,767 representing (ii) continuation of benefits estimated to be in the amount
continued salary and bonus opportunity, as then in of $21,787, which represents health, dental and vision
effect, through January 28, 2017 when he stepped insurance coverage for the severance period, (iii) a
down as Chairman of the Board, (ii) monthly payments of contingent termination payment of $211,697 representing
$166,740 for 24 months following January 28, 2017, and the amount he would have otherwise received under our
(iii) continuation of benefits estimated to be in the amount Amended and Restated Executive Officer Incentive Plan if
of $875,000, which represents: (a) health insurance he had remained employed through the end of fiscal year
coverage for Mr. Sargent and his family until he reaches 2016, pro-rated to account for the time he was actually
age 65; (b) continued payment of the premiums for employed, and (iv) a monthly housing allowance of Euro
Mr. Sargent’s existing life insurance policy and long-term 12,500 per month plus reasonable utility expenses for the
care insurance policy until Mr. Sargent reaches age 65, period beginning the day after his last day of employment
as required by the terms of the policies; and (c) specified and ending on February 28, 2017.
secretarial and tax preparation assistance.

EQUITY COMPENSATION PLAN INFORMATION AT 2016

FISCAL YEAR END
Equity Compensation Plan Information At 2016 Fiscal Year End
Number of Securities
Remaining Available for
Future Issuance under
Number of Securities to Weighted-Average Equity Compensation
be Issued upon Exercise Exercise Price of Plans (excluding
of Outstanding Options, Outstanding Options, securities reflected in
Warrants and Rights Warrants and Rights column (a))
Plan Category (a) (1) (b) (2) (c) (3)
Equity compensation plans approved
by security holders 27,299,012 $21.10 36,197,738
Equity compensation plans not approved
by security holders 0 0 0
Total 27,299,012 $21.10 36,197,738
(1) Includes the maximum number of shares issuable under performance share awards (including the potential 25% increase as a
result of relative TSR performance), as described in the “CD&A” section of this proxy statement, and restricted stock units, in
each case outstanding as of fiscal year end.
(2) Weighted-average exercise price calculation excludes outstanding performance share awards and restricted stock units, which
do not have an exercise price.
(3) Includes 28,154,245 shares available for issuance under our 2014 Stock Incentive Plan as well as 8,043,493 shares available
for issuance under our 2012 ESPP. Does not include shares that may become available for issuance, as provided in the 2014
Stock Incentive Plan, through the expiration, termination, surrendering, cancellation, forfeiture or settlement of awards granted
under our 2014 Stock Incentive Plan or our Amended and Restated 2004 Stock Incentive Plan.
COMPENSATION COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION
During our 2016 fiscal year, Ms. Henretta, Mr. Kamlani, director or member of the compensation committee (or
Ms. Meyrowitz and Mr. Walsh served on the Compensation other committee serving an equivalent function) of any other
Committee and were independent directors during such entity whose executive officers served on our Compensation
service. None of our executive officers has served as a Committee or our Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

COMPLIANCE
Based solely on our review of copies of reports filed during the reporting requirements of Section 16(a) of the Securities
fiscal year 2016 by the directors, executive officers and Exchange Act of 1934, except that Shira Goodman’s initial
beneficial owners of more than 10% of our common stock Form 3 filed in February 2014, and nine subsequent Form 4s,
required to file such reports pursuant to Section 16(a) of the omitted 30,235 shares of common stock from the direct
Securities Exchange Act of 1934, and a review of written ownership total, which error was corrected by an amended
certifications provided by them to the Company, we believe Form 3 filing in March 2017.
that all of our directors and executive officers complied with

 APPROVAL, ON AN ADVISORY BASIS, OF NAMED
EXECUTIVE OFFICER COMPENSATION
Our Board recognizes that it is appropriate to seek on an “RESOLVED, that the compensation paid to the Company’s
annual basis the views of shareholders on Staples’ executive named executive officers, as disclosed pursuant to the
compensation program. Our shareholders are being asked compensation disclosure rules of the Securities and Exchange
to approve, on an advisory basis, the compensation of our Commission, including the Compensation Discussion and
named executive officers as disclosed in this proxy statement. Analysis, the compensation tables and any related material
disclosed in this proxy statement is hereby APPROVED.”
The primary objective of our compensation program is to align
executive pay with long term shareholder value creation. The As an advisory vote, this proposal is not binding upon Staples.
“Executive Compensation” section of this proxy statement, The Compensation Committee considers the results of the
including the “CD&A”, describes in detail our executive voting in making future compensation decisions for our named
compensation programs and the decisions made by the executive officers.
Compensation Committee with respect to the 2016 fiscal year
ended January 28, 2017.
OUR BOARD RECOMMENDS THAT YOU VOTE FOR
In accordance with Section 14A of the Exchange Act, our THE APPROVAL, ON AN ADVISORY BASIS, OF OUR
Board is asking shareholders to approve, on an advisory basis, NAMED EXECUTIVE OFFICER COMPENSATION.
Staples’ named executive officer compensation by approving
the following resolution:
 ADVISORY VOTE ON THE FREQUENCY OF

FUTURE EXECUTIVE COMPENSATION ADVISORY
VOTES (ITEM 3 ON THE PROXY CARD)
As described in proposal 2 above, stockholders are provided This is consistent with management’s and the Compensation
an opportunity to cast an advisory vote on Staples’ executive Committee’s annual review of our executive compensation
compensation. In accordance with Section 14A of the program, and with our current practice based on the results
Exchange Act, this proposal 3 provides stockholders with an of our previous advisory vote on frequency in 2011. The Board
opportunity to cast a non-binding advisory vote regarding the also believes that an annual vote will facilitate more direct
frequency of future executive compensation advisory votes. stockholder input about executive compensation, as well as,
Stockholders may vote for a frequency of every one, two or reflect Staples’ generally open and responsive attitude towards
three years, or may abstain from casting a vote. stockholders’ concerns.
The Board believes that advisory votes on executive

compensation should be conducted every year so that OUR BOARD OF DIRECTORS RECOMMENDS
stockholders may annually express their views on Staples’ THAT YOU VOTE FOR A FREQUENCY OF 1 YEAR
executive compensation program. FOR FUTURE EXECUTIVE COMPENSATION
ADVISORY VOTES.

 APPROVAL OF AMENDED AND RESTATED
EXECUTIVE OFFICER INCENTIVE PLAN
We are seeking stockholder approval of our amended and made from 2012 to 2016. The Compensation Committee
restated Executive Officer Incentive Plan, which we refer to as determined to make the following changes in connection with
the Annual Cash Plan, in order to obtain favorable corporate the amendment and restatement of the Annual Cash Plan:
tax treatment for payments earned under this plan. The
Annual Cash Plan is designed to provide opportunities for • Extended the term of the Annual Cash Plan through fiscal
participants to earn financial rewards for their role in ensuring year 2021.
that the Company meets its annual performance targets and
to align the interests of the participants with those of our • Provided flexibility in setting the length of performance
stockholders. The Annual Cash Plan was last approved by periods under the Annual Cash Plan. Rather than only
stockholders in 2012. For more information about our annual having the full fiscal year available as a performance
cash incentive award program for our executive officers, see period, the Compensation Committee may now set
the "Compensation Discussion and Analysis" section of this multiple, shorter periods of time to constitute the
proxy statement. performance periods in any given fiscal year.
Requirement for Stockholder Approval. Under •

Clarified that performance goals under the Annual
Section 162(m) of the Internal Revenue Code of 1986, as Cash Plan may be calculated on a Generally Accepted
amended (the “Code”), certain executive compensation in Accounting Principles (GAAP) or non-GAAP basis.
excess of $1 million per year paid to some of our executive
officers would generally not be deductible for federal income • Provided flexibility for the Compensation Committee to
tax purposes unless such compensation is paid under a set differing minimum performance goals in any given
performance-based plan that is approved by our stockholders performance period by removing the requirement to
and satisfies certain other criteria. Our Board is therefore always have a minimum Earnings Per Share goal.
submitting the Annual Cash Plan for stockholder approval in
order to avail itself of the performance based compensation In fiscal 2017, the Compensation Committee took advantage
exception to the deduction limitations under Section 162(m) of the flexibility afforded by the Annual Cash Plan, as amended
of the Code. The Board believes that it is important for and restated, in setting performance periods to divide the
stockholders to approve the amended and restated fiscal year into two six-month periods, and established goals
Annual Cash Plan. for awards under the Annual Cash Plan for the first half of fiscal
2017 subject to stockholder approval, as further described
Proposed Changes to the Annual Cash Plan. The Annual below under “Annual Cash Plan Awards.” If stockholders do
Cash Plan is substantially similar to the plan approved not approve the Annual Cash Plan, then no payment will be
by our stockholders in 2012, and pursuant to which our made with respect to such awards.
annual incentive plan awards to executive officers have been
Description of the Annual Cash Plan (as Proposed to be Amended and

Restated)
The following is a brief summary of the material terms of the Eligibility. Each of our executive officers, within the meaning
Annual Cash Plan as proposed to be amended and restated. of the rules and regulations promulgated by the Securities
The following summary is qualified in all respects by reference and Exchange Commission, will be eligible to participate in
to the Annual Cash Plan, which is attached as Appendix A to the Annual Cash Plan. We currently have 8 executive officers.
this proxy statement. An executive officer whose employment terminates before
the end of a Plan Period, other than as a result of permanent
Term of Plan. The Annual Cash Plan will cover five fiscal disability, death or retirement, will not be eligible to receive a
years (or portions thereof), beginning with our 2017 fiscal year bonus award under the Annual Cash Plan for that Plan Period.
and ending with our 2021 fiscal year. We refer to each such
fiscal year or portion of a fiscal year in which performance is Determination of Bonus Awards. Each executive officer
measured as a "Plan Period." will have a target bonus award (a "Target Award") for each
Plan Period. Target Awards will be expressed as a percentage
Administration. The Annual Cash Plan will be administered of the actual base salary paid to the executive officer during
by the Compensation Committee of our Board of Directors. that Plan Period. The percentages will be determined by the
The Compensation Committee will have broad authority to Compensation Committee based upon the executive officer’s
determine target bonuses, select performance objectives, job level and responsibilities and may vary for different officers
adopt rules and regulations relating to the Annual Cash and business units.
Plan, and make decisions and interpretations regarding the
provisions of the Annual Cash Plan.

APPROVAL OF AMENDED AND RESTATED EXECUTIVE OFFICER INCENTIVE PLAN (ITEM 4 ON THE PROXY CARD)
Within the earlier of (i) 90 days after the beginning of each Amendments and Termination. The Annual Cash Plan
Plan Period and (ii) the first 25% of the Plan Period, the may be amended or terminated by either our Board or the
Compensation Committee will establish specific performance Compensation Committee, provided that (1) no amendment
objectives for the payment of bonus awards for that Plan or termination of the Annual Cash Plan after the end of a Plan
Period. The performance objectives for each Plan Period Period may adversely affect the rights of executive officers with
will be based on one or more of the following measures respect to their bonus awards for that Plan Period and (2) no
which may be determined in accordance with GAAP or on amendment which would require stockholder approval under
a non-GAAP basis: sales, earnings per share, return on net Section 162(m) of the Code may be effected without such
assets, return on equity, adjusted operating profit, free cash stockholder approval.
flow, total shareholder return, net income, operating income
and customer service levels. The Compensation Committee Recoupment; Dodd-Frank Clawback. If the Compensation
may determine that special one-time or extraordinary gains Committee determines during the course of a participant’s
or losses, including without limitation as a result of certain employment or during a period of time following termination
acquisitions or divestitures and changes in accounting of employment, that a participant engaged in certain harmful
principles, should or should not be included in determining or unethical behavior, the Compensation Committee may,
whether such performance objectives have been met. in addition to terminating the participant’s participation in
the Annual Cash Plan and requiring forfeiture of outstanding
For each Plan Period, a specified percentage of each Target awards, require repayment by the participant of certain
Award will be based upon each of the performance objectives amounts paid under the Annual Cash Plan. In addition, in
selected by the Compensation Committee for that Plan accordance with any requirements of the Dodd-Frank Act and
Period. For each of the performance objectives, a specified any policy adopted by the Company with respect thereto, if the
percentage of the portion of the Target Award that is based on Company is required to prepare an accounting restatement
that particular performance objective will be paid based on the due to material noncompliance of the Company with any
level of performance achieved. Each performance objective financial reporting requirement under the securities laws, then
has a threshold performance level that must be achieved for the Company shall require the participants to return to the
any of the bonus award to be paid for such objective. If an Company, or forfeit if not yet paid, the amount of any award
executive officer dies before the end of a Plan Period, however, received under the Annual Cash Plan during the three-year
a bonus award based on target performance will be paid within period preceding the date on which the Company is required
60 days of the executive officer’s death, and will be annualized to prepare the accounting restatement in excess of what
if the Plan Period does not cover the entire fiscal year. would have been paid to the participant under the accounting
restatement as determined by the Compensation Committee.
The maximum bonus award payable to any executive officer
for any fiscal year will be $4 million, with such amount
proportionally allocated among all Plan Periods within such
fiscal year. In addition, the Compensation Committee presently
intends to limit bonus awards to 200% of an executive officer’s
Target Award.
Annual Cash Plan Awards

The grant of awards under the Annual Cash Plan is The 2017 First Half Awards include sales and operating income
discretionary. Other than as described below, the Company performance goals for the first half of fiscal year 2017. As
cannot now determine the number or type of awards to be described above, the payment of any amount under the 2017
granted in the future to any particular participant or group. First Half Awards is contingent on stockholders approving the
Annual Cash Plan. In addition, no payments pursuant to the
2017 First Half Awards. The Compensation Committee 2017 First Half Awards will be made unless the applicable
approved in March 2017, subject to stockholder approval, performance goals are satisfied, and Staples achieves a
awards under the Annual Cash Plan for the first half of fiscal minimum EPS threshold amount for the full fiscal year to be
2017 (the “2017 First Half Awards”). The target compensation determined by the Compensation Committee.
under the 2017 First Half Awards represents one-third of the
total target compensation payable under the Annual Cash
Plan to each executive officer, with the other two-thirds to
be payable in connection with the awards for the second half
of fiscal 2017. We typically collect a higher proportion of our
annual revenue in the second half of our fiscal year.

APPROVAL OF AMENDED AND RESTATED EXECUTIVE OFFICER INCENTIVE PLAN (ITEM 4 ON THE PROXY CARD)
The table below shows the threshold, target and maximum amounts payable under the 2017 First Half Awards.
Threshold Target Maximum

Name of Individual and Title/Position or Identification of Group ($) ($) ($)
Shira Goodman 34,375 550,000 1,100,000
Christine T. Komola 13,635 218,167 436,333
Executive Vice President and Chief Financial Officer
Mark Conte 4,044 64,706 129,413
Senior Vice President and Corporate Controller
Joseph G. Doody 7,434 118,940 237,881
Vice Chairman
Michael Williams 5,998 95,964 191,928
Executive Vice President and Chief Legal Officer
All current executive officers, as a group 96,418 1,542,682 3,085,363
All current directors, who are not executive officers, as a group* — — —
All employees, including all current officers, who are not executive officers, as a group** — — —
* Non-employee directors are not eligible to participate in the Annual Cash Plan.
** No employees, other than executive officers, participate in the Annual Cash Plan. Employees that are not executive officers and
eligible for annual cash incentives participate in the Company’s Annual Performance Award Plan.
Federal Income Tax Consequences. The following Payments received by executive officers under the Annual
generally summarizes the United States federal income Cash Plan will be income subject to tax at ordinary income
tax consequences that will arise with respect to the Annual rates when received. Since the Annual Cash Plan is intended to
Cash Plan, but it is not a detailed or complete description of comply with the requirements of Section 162(m) of the Code,
all U.S. federal tax laws or regulations that may apply, and if the Annual Cash Plan is approved by stockholders at the
does not address any local, state or foreign laws. Therefore, Annual Meeting, then bonus payments made in accordance
no one should rely on this summary for individual tax with the terms of the Annual Cash Plan will be deductible for
compliance, planning or decisions. Participants in the the Company and will not be subject to disallowance under
Annual Cash Plan should consult their own professional Section 162(m) of the Code.
tax advisors concerning tax aspects of participating in
the Annual Cash Plan.
OUR BOARD RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE AMENDED AND RESTATED
EXECUTIVE OFFICER INCENTIVE PLAN.

 RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit and Finance Committee is directly responsible Although shareholder approval of the Audit and Finance
for appointing, compensating, overseeing, evaluating and, Committee’s selection of Ernst & Young LLP is not required by
when necessary, terminating our independent registered law, our Board believes that it is advisable to give shareholders
public accounting firm, and our independent registered an opportunity to ratify this selection. If this proposal is not
public accounting firm reports directly to the Audit and approved at the Annual Meeting, the Audit and Finance
Finance Committee. The Audit and Finance Committee of our Committee may reconsider its selection.
Board has appointed the firm of Ernst & Young LLP as our
independent registered public accounting firm for the current Representatives of Ernst & Young LLP are expected to
fiscal year. Ernst & Young LLP has served as our independent be present at the Annual Meeting. They will have the
auditor since our inception. The Audit and Finance Committee opportunity to make a statement if they desire to do so and
evaluates the performance of our independent auditors, will also be available to respond to appropriate questions
including the senior audit engagement team, each year and from shareholders.
determines whether to reengage the current independent
auditors or consider other audit firms. Further, in conjunction
with the mandated rotation of the audit firm's lead engagement OUR BOARD RECOMMENDS THAT YOU VOTE FOR
partner, the Audit and Finance Committee and its chairman THE RATIFICATION OF ERNST & YOUNG LLP AS
are directly involved in the selection of Ernst & Young's new THE COMPANY’S INDEPENDENT REGISTERED
lead engagement partner. The members of the Audit and PUBLIC ACCOUNTING FIRM FOR THE CURRENT
Finance Committee and the Board believe that the continued FISCAL YEAR.
retention of Ernst &Young LLP to serve as our independent
auditor is in the best interests of our shareholders.
REPORT OF THE AUDIT AND FINANCE COMMITTEE OF

THE BOARD OF DIRECTORS
The Audit and Finance Committee of the Board of Directors is and independent registered public accounting firm, with and
composed of four members and acts under a written charter, without management present, to discuss the results of their
as amended and restated on June 14, 2016, a copy of which is examinations, their evaluations of Staples’ internal controls,
available in the Corporate Governance section of our Investor and the overall quality of Staples’ financial reporting.
Information webpage at www.staples.com. The members of
the Audit and Finance Committee are independent Directors, The Audit and Finance Committee reviewed and discussed
as defined by its charter and the rules of the Rule 10A-3 of the with Ernst & Young LLP, Staples’ independent registered
Securities Exchange Act of 1934 and the applicable rules of public accounting firm, which is responsible for expressing
the NASDAQ Global Select Market. an opinion on the conformity of those audited consolidated
financial statements and related schedules with US generally
The Audit and Finance Committee provides independent, accepted accounting principles, its judgments as to the quality,
objective oversight of Staples’ financial reporting process on not just the acceptability, of Staples’ accounting principles
behalf of the Board of Directors. Management has the primary and such other matters as are required to be discussed
responsibility for the preparation, presentation and integrity of with the Audit and Finance Committee by the standards of
Staples’ consolidated financial statements and for maintaining the Public Company Accounting Oversight Board (United
an adequate system of disclosure controls and procedures and States) (PCAOB), including AS 1301 (Communications with
maintaining effective internal control over financial reporting Audit Committees), the rules of the Securities and Exchange
for that purpose. In fulfilling its oversight responsibilities, the Commission, and other applicable regulations. The Audit and
Audit and Finance Committee reviewed and discussed with Finance Committee also received the written disclosures and
management the audited consolidated financial statements, the letter from the independent registered public accounting
and related schedules, for the 2016 fiscal year, which review firm required by PCAOB Rule 3526, Communication with
included a discussion of the quality, not just the acceptability, Audit Committees Concerning Independence. The Audit
of the accounting principles, the reasonableness of significant and Finance Committee discussed with the independent
judgments, and the clarity of disclosures in the consolidated registered public accounting firm the independent registered
financial statements. public accounting firm’s independence from management and
Staples and considered the compatibility of non-audit related
The Audit and Finance Committee discussed with Staples’ services provided to Staples by the independent registered
internal auditors and independent registered public accounting public accounting firm with the independent registered public
firm the overall scope and plans for their respective audits. The accounting firm’s independence.
Audit and Finance Committee met with the internal auditors

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 5 ON THE PROXY CARD)
The Audit and Finance Committee also reviewed and discussed Based on the reviews and discussions referred to above, the
together with management and the independent registered Audit and Finance Committee recommended to Staples’ Board
public accounting firm Staples’ audited consolidated financial of Directors, and the Board approved, that Staples’ audited
statements for the year ended January 28, 2017, and the consolidated financial statements and related schedules be
results of management’s assessment of the effectiveness included in Staples’ Annual Report on Form 10-K for the
of the Staples’ internal control over financial reporting and year ended January 28, 2017 for filing with the Securities and
the independent auditor’s audit of internal control over Exchange Commission.
financial reporting.
Audit and Finance
Committee:
Curtis Feeny, Chair

Paul-Henri Ferrand
Kunal Kamlani
John Lundgren
INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM’S FEES
Audit Fees
Ernst & Young LLP billed us an aggregate of approximately financial reporting, the review of our interim financial statements
$10.8 million and $9.3 million in fiscal years 2016 and 2015, included in our Form 10-Q, statutory filings, registration
respectively, for professional services rendered in connection statements, accounting consultation and compliance with
with our annual audit, the audit of our internal control over regulatory requirements.
Audit-Related Fees
Ernst & Young LLP billed us an aggregate of approximately $135,000 and $232,000 in fiscal years 2016 and 2015, respectively, for
services primarily related to employee benefit plan audits, due diligence and other reports required to satisfy regulatory requirements.
Tax Fees
Ernst & Young LLP billed us an aggregate of approximately $2.3 million and $1.4 million in fiscal years 2016 and 2015, respectively,
for services related to tax compliance, tax planning and tax advice. For fiscal years 2016 and 2015, approximately $150,000 and
$155,000, respectively, of these fees was related to tax compliance.
All Other Fees

We did not receive any other services from Ernst & Young LLP; therefore, they did not bill us in fiscal years 2016 and 2015 for
other services.
Pre-Approval Policy and Procedures

The Audit and Finance Committee has adopted policies and audit services as defined by the Sarbanes-Oxley Act) unless
procedures relating to the approval of all audit and non-audit the service is specifically approved in advance by the Audit
services that are to be performed by our independent registered and Finance Committee. All services provided to us by Ernst
public accounting firm. These policies provide that we will not & Young LLP in each of fiscal years 2016 and 2015 were
engage our independent registered public accounting firm to approved in accordance with these policies.
render audit or non-audit services (other than de minimus non-

 BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the beneficial ownership of our common stock held as of April 17, 2017 by (1) each person who
is known by us to beneficially own more than 5% of the outstanding shares of our common stock, (2) each current director and
nominee of the Staples Board for director; (3) each of the named executive officers listed in the Summary Compensation Table
included in this proxy statement; and (4) all current directors and executive officers as a group:
Shares Total Percentage of

Shares directly acquirable shares common stock
or indirectly within beneficially beneficially
Name of beneficial owner owned (1) 60 days (2) owned (3) owned (4)
5% Shareholders
Vanguard Group (5)
100 Vanguard Blvd, Malvern, PA 19355 65,277,605 — 65,277,605 10.00%
BlackRock, Inc. (6)
55 East 52nd Street, New York, NY 10055 46,408,127 — 46,408,127 7.11%
Directors, Nominees for Director and Named Executive Officers
Mark Conte — — — —
Joseph Doody 459,329 1,127,854 1,587,183 *
Drew Faust (7) 58,615 20,115 78,730 *
Curtis Feeny — 23,794 23,794 *
Paul-Henri Ferrand 10,707 20,115 30,822 *
Shira Goodman (8) 268,761 791,926 1,060,687 *
Deborah Henretta — 20,115 20,115 *
Kunal Kamlani 10,918 20,115 31,033 *
Christine Komola (9) 208,601 218,042 426,643 *
John Lundgren — 20,115 20,115 *
Carol Meyrowitz 81,698 97,982 179,680 *
Ronald Sargent (10) 2,152,217 4,143,672 6,295,889 *
Robert Sulentic (11) 128,277 107,080 235,357 *
Vijay Vishwanath 90,042 88,161 178,203 *
Paul Walsh (12) 218,989 88,161 307,150 *
Michael Williams 23,235 6,084 29,319 *
John Wilson — 426,812 426,812 *
All current directors and executive officers as a group (18 persons) 1,722,346 2,949,266 4,671,612 *
* Less than 1%
(1) Each person listed has sole investment and/or voting power with respect to the shares indicated, except as otherwise noted.
(2) Reflects (i) shares issuable upon the exercise of stock options exercisable on April 17, 2017 or within 60 days thereafter, and (ii)
shares issuable upon the vesting of restricted stock units within 60 days after April 17, 2017. All options have an exercise price
in excess of the stock price on April 17, 2017.
(3) Reflects shares (i) directly or indirectly owned and (ii) shares acquirable within 60 days after April 17, 2017. The inclusion herein
of any shares as beneficially owned does not constitute an admission of beneficial ownership.
(4) Number of shares deemed outstanding includes 653,086,539 shares of our common stock outstanding as of April 17, 2017,
any options for shares that are exercisable by such beneficial owner on April 17, 2017 or within 60 days thereafter, and any
shares issuable upon the vesting of restricted stock units to such beneficial owner within 60 days after April 17, 2017.
(5) Reflects shares beneficially owned as of March 31, 2017, as set forth in a Schedule 13G filed on April 10, 2017. Of these
shares, Vanguard Group reported to have shared dispositive power with respect to 1,123,205 shares, sole dispositive power
with respect to 64,154,400 shares, shared voting power with respect to 125,781 shares, and sole voting power with respect to
1,046,609 shares.

BENEFICIAL OWNERSHIP OF COMMON STOCK
(6) Reflects shares beneficially owned as of December 31, 2016, as set forth in a Schedule 13G filed on January 27, 2017. Of these
shares, BlackRock, Inc. reported to have sole dispositive power with respect to 46,408,127 shares and sole voting power with
respect to 40,132,334 shares.
(7) Includes 58,615 shares owned by the Drew Gilpin Faust Personal Trust.
(8) Includes 232,541 shares owned by the Shira D Goodman Trust.
(9) Includes 14,028 shares owned by the John A. Komola Trust and 194,573 shares owned by the Christine T. Komola Trust.
(10) Includes 52,077 shares owned by Sargent Family LLC, 1,458,187 shares owned by the Ronald L. Sargent Revocable Trust,
19,313 shares owned by the Jill Sargent Irrevocable Trust, 619,174 shares owned by Sargent Partners LLC and 42,269 shares
owned by Ronald L. Sargent 2011 Grantor Retained Annuity Trust. Also includes 3,466 shares that may be distributed from a
401(k) plan account.
(11) Includes 302 shares owned by Mr. Sulentic’s daughter.
(12) Includes 247 shares owned by Paul F. Walsh, IRA and 218,742 shares owned by the Walsh Family Trust.

 INFORMATION ABOUT THE ANNUAL MEETING,
VOTING AND OTHER SHAREHOLDER MATTERS
How does the Board recommend that I vote and what is the requirement to approve each matter?
Board Voting Approval Effect of Effect of Broker

Matter Recommendation Standard* Abstention Non-Vote
Election of Ten Directors FOR each director Majority of
nominee votes cast** No effect No effect
Approval (on an advisory basis) of Named Executive Majority of
Officer Compensation FOR votes cast*** No effect No effect
Advisory vote on the frequency of future executive Majority of
compensation advisory votes 1 YEAR votes cast***+ No effect No effect
Approval of the Company’s Amended and Restated Majority of
Executive Officer Incentive Plan FOR votes cast No effect No effect
Ratification of Ernst & Young LLP Majority of
FOR votes cast*** No effect Not applicable
* A quorum must be present at the meeting in order for the matters to be acted upon.
** A nominee will be elected as a director at the Annual Meeting if the votes cast “FOR” such nominee exceed the votes cast
“AGAINST” such nominee (with “abstentions” and “broker non-votes” not counted as a vote either “for” or “against” that
nominee’s election).
*** This vote is non-binding.
+ If none of the three frequency options receives the vote of the holders of a majority of the votes cast, we will consider the
frequency option (one year, two years or three years) receiving the highest number of votes cast by shareholders to be the
frequency recommended by shareholders.
What is a proxy and proxy statement? What is the difference between a “shareholder of
record” and a “beneficial owner”?
A proxy is your legal designation of another person to vote the
shares you own. The person you designate is called a proxy These terms describe the manner in which your shares
or proxy holder. If you designate someone as your proxy in a are held. If your shares are registered directly in your name
written document, that document also is called a proxy or a through Computer Shareholder Services, our transfer agent,
proxy card. A proxy statement is the document that contains you are a “shareholder of record” or registered shareholder. If
the information the Securities and Exchange Commission your shares are held in “street name” through a bank, broker,
(SEC) rules require us to provide when we ask you to sign a nominee or other shareholder of record, you are considered
proxy designating individuals to vote on your behalf. the “beneficial owner” of those shares.
Who is entitled to vote? What constitutes a quorum?
Shareholders of record at the close of business on the record The presence at the meeting, in person or by proxy, of a
date, April 17, 2017, are entitled to receive notice of the Annual majority of the shares of our common stock outstanding on
Meeting and to vote their shares of our common stock at the the record date will constitute a quorum, permitting business
meeting, or any postponement or adjournment of the meeting. to be conducted at the meeting. As of the record date, [xx]
Holders of shares of our common stock are entitled to one shares of our common stock were outstanding and entitled
vote per share and individual votes will be kept confidential, to vote. Proxies that are received and marked as abstentions
except as appropriate to meet legal requirements. or left blank will be included in the calculation of the number
of shares considered to be represented at the meeting for
Who can attend the meeting? quorum purposes.
All shareholders as of the record date, or their duly appointed What happens if an incumbent director does not receive
proxies, may attend the meeting. A government-issued the required number of votes for election?
photo identification such as a driver’s license, state-issued
ID card or passport, will be required. Please note that if you If an incumbent director does not receive the required number
are a beneficial owner, you will also need to bring a copy of a of votes he or she is expected to promptly submit his or her
brokerage statement reflecting your stock ownership in Staples offer of resignation to the Board. The Board will then consider
as of the record date to be allowed into the meeting. You may the resignation and the action to be taken in accordance
obtain directions to the location of our Annual Meeting by with the procedures set forth in our Corporate Governance
writing, emailing or calling our Investor Relations department Guidelines, within 90 days of the shareholder vote. The
at 500 Staples Drive, Framingham, Massachusetts 01702, Company will publicly disclose the Board’s decision, including
email: investor@staples.com, or telephone: (800) 468-7751. the Board’s reasoning if the resignation is not accepted. If
the resignation is accepted, the Board may fill the resulting
vacancy in accordance with our by-laws. Please see our
Corporate Governance Guidelines for more information.

INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND OTHER SHAREHOLDER MATTERS
How do I vote? The only matter at the 2017 Annual Meeting that is
“discretionary” is the ratification of our independent registered
If you received a paper copy of these proxy materials, included public accounting firm. The other matters are “non-
with such copy is a proxy card or a voting instruction card from discretionary.”
your bank, broker or other nominee for the Annual Meeting. If
you received a notice of Internet availability of proxy materials, Please instruct your broker how to vote your shares using the
the notice will contain instructions on how to access and voting instruction form provided by your broker or following
review the proxy materials online and how to obtain a paper any instructions provided by your broker for voting your shares
or electronic copy of the materials, which will include the proxy over the Internet or telephonically, if available.
statement, the 2016 Annual Report and a proxy card or voting
instruction card, as well as instructions on how to vote. What if I sign and return my proxy or instruction form
but do not provide voting instructions?
You may vote using any of the following methods:
If no choice is specified on a signed proxy card, the
If you are a registered shareholder, you may vote in person at persons named as proxies will vote in accordance with the
the meeting or by proxy. If you decide to vote by proxy, you recommendations of the Board.
may do so over the Internet, by telephone or by mail.
Can I change or revoke my proxy after I return my
• Over the Internet. After reading the proxy materials, proxy card?
you may use a computer to access the website
www.proxyvote.com. You will be prompted to enter Yes. Any proxy may be changed or revoked by a shareholder
your control number from your proxy card. This number at any time before it is exercised at the Annual Meeting by:
will identify you as a shareholder of record. Follow the
instructions that will be given to you to record your vote. • Submitting a properly signed proxy card with a later date
that is received at or prior to the Annual Meeting;
• By telephone. After reading the proxy materials, you may
call (800) 690-6903 using a touch-tone telephone. You • Submitting a vote at a later time via the Internet or telephone;
will be prompted to enter your control number from your
proxy card. This number will identify you as a shareholder • Attending the Annual Meeting and voting in person; or
of record. Follow the instructions that will be given to you
to record your vote. •
Delivering to our Corporate Secretary a written notice
of revocation, provided such statement is received at or
• By mail. If you received a paper copy of the proxy card by prior to the Annual Meeting.
mail, after reading the proxy materials, you may sign, date
and mark your proxy card and return it in the prepaid and If you are a beneficial owner and hold shares in street name,
addressed envelope provided. you may submit new voting instructions or revoke your
voting instructions by contacting your bank, broker or other
If you are a beneficial owner and you own shares that are nominee. You may also change your vote or revoke your voting
held in “street name” by a bank, broker or other nominee, you instructions in person at the Annual Meeting if you obtain a
will need to contact your bank, broker or other nominee to legal proxy from the record holder (bank, broker or other
determine whether you will be able to submit a proxy over the nominee) giving you the right to vote the shares.
Internet or by telephone.
Are there other matters to be voted on at the meeting?
If you are a registered shareholder as of the record date and
attend the meeting, you may personally deliver your completed As of the date of this proxy statement, our Board does not
proxy card or vote in person at the meeting. If you complete, know of any other matters which may come before the meeting,
sign and return your proxy card, it will be voted as you direct. other than the matters described in this proxy statement and
the deadline under our by-laws for submission of matters by
If you are a beneficial owner, your bank, broker or other shareholders has passed. Should any other matter requiring
nominee, as the record holder of your shares, is required to a vote of our shareholders arise and be properly presented at
vote our shares according to your instructions. Your bank, the Annual Meeting, the proxy for the Annual Meeting confers
broker or other nominee will send you directions on how to upon the persons named in the proxy and designated to
vote those shares. If you hold your shares in street name, you vote the shares discretionary authority to vote, or otherwise
must request a legal proxy from your bank, broker or nominee act, with respect to any such matter in accordance with their
if you would like to vote in person at the Annual Meeting. best judgment.
What is a Broker Non-Vote? Our Board encourages shareholders to attend the

Annual Meeting. Whether or not you plan to attend, you
A broker is entitled to vote shares held for a shareholder are urged to submit your proxy. Prompt response will
on “discretionary” matters without instructions from the greatly facilitate arrangements for the meeting and your
shareholder of those shares. However, if a shareholder does cooperation is appreciated. Shareholders who attend
not provide timely instructions, the broker does not have the the Annual Meeting may vote their stock personally
authority to vote on any “non-discretionary” proposals at the even though they have sent in their proxies. If you are
Annual Meeting and a “broker non-vote” would occur. a beneficial owner, you must request a legal proxy from
your bank, broker or nominee if you would like to vote in
person at the Annual Meeting.

Solicitation
All costs associated with preparing, assembling, printing, reimburse brokerage firms and other persons representing
mailing, and distributing these proxy materials will be borne beneficial owners of shares for their expenses in forwarding
by Staples. Staples will also bear the cost of soliciting proxies solicitation materials to such beneficial owner.
on behalf of our Board. Staples will provide copies of these
proxy materials to banks, brokerage houses, fiduciaries, and Solicitations may also be made by personal interview, mail,
custodians holding in their names shares of our common telephone, facsimile, email, Twitter, other electronic channels
stock beneficially owned by others so that they may forward of communication, in particular LinkedIn, Staples’ investor
these proxy materials to the beneficial owners. Staples has relations website, Staples’ Annual Meeting website, located
retained the services of D.F. King & Co., Inc., a professional at https://staplesannualmeeting.com, other Staples-hosted
proxy solicitation firm, to aid in the solicitation of proxies. websites and blogs, or otherwise by directors, officers, and
Staples expects that it will pay D.F. King its customary fees, other employees of Staples, but Staples will not additionally
estimated not to exceed approximately $10,000 in the compensate its directors, officers, or other employees for
aggregate, plus reasonable out-of-pocket expenses incurred these services.
in the process of soliciting proxies. In addition, Staples may
Shareholder Proposals
We did not receive any shareholder proposals or nominations in Staples securities, agreements or compensation relating
for director candidates that must be presented at our 2017 to such nomination or matter, and any derivatives or other
Annual Meeting. In accordance with our by-laws, in order for arrangements to mitigate risk or change voting power. If a
a shareholder to present a proposal for a vote or nominate shareholder gives notice of such a proposal or nomination after
a director candidate for election at our 2017 Annual Meeting the applicable deadline, the shareholder will not be permitted
but not have such proposal included in the proxy materials, to present the proposal or nomination to the shareholders
the shareholder must have provided us with advance written for a vote at the meeting. For our 2018 Annual Meeting, our
notice by March 16, 2017. Corporate Secretary generally must receive such a notice at
500 Staples Drive, Framingham, Massachusetts 01702 not
Shareholders who intend to present proposals at our 2018 later than 90 days and no earlier than 120 days prior to the
Annual Meeting and want us to include such proposals in our first anniversary of our 2017 Annual Meeting. However, if the
proxy materials relating to that meeting should contact our date of our 2018 Annual Meeting is more than 30 days before
Corporate Secretary. Such proposals must be received at our or more than 70 days after such anniversary date, notice by
principal corporate offices at 500 Staples Drive, Framingham, the shareholder must be received no earlier than 120 days
Massachusetts 01702 not later than December 27, 2017 and prior to the 2018 Annual Meeting and not later than the later
must be in compliance with applicable laws and Rule 14a-8 of (i) the 90th day prior to the 2018 Annual Meeting and (ii) the
under the Securities Exchange Act of 1934 (the “Exchange tenth day following the day on which public announcement of
Act”) in order to be considered for possible inclusion in the proxy the date of the 2018 Annual Meeting is made or notice for the
statement and form of proxy for our 2017 Annual Meeting. 2018 Annual Meeting was mailed, whichever occurs first.
If a shareholder wishes to present a proposal or nominate a Under certain circumstances, shareholders may also submit
director candidate for election at our 2018 Annual Meeting and nominations for directors for inclusion in our proxy materials by
the proposal or nomination is not intended to be included in our complying with the requirements of our proxy access by-laws.
proxy statement for such meeting, the shareholder must give For more information regarding proxy access, please see
us advance notice and provide the information required by our the caption “Director Candidates – Shareholder-Nominated
by-laws, including but not limited to, information regarding the Director Candidates” above.
identity of the shareholder or beneficial owner, their holdings
Householding of Annual Meeting Materials

Some banks, brokers and other nominee record holders Relations department at 500 Staples Drive, Framingham,
may be participating in the practice of “householding” proxy Massachusetts 01702, email: investor@staples.com, or
statements, annual reports and notices of Internet availability telephone: (800) 468-7751. If you want to receive separate
of proxy materials. This means that only one copy of our copies of the proxy statement, annual report or notice of
proxy statement, annual report or notice of Internet availability Internet availability of proxy materials in the future, or if you
of proxy materials may be sent to multiple shareholders in are receiving multiple copies and would like to receive only
a household, which helps us reduce our printing costs and one copy for your household, you should contact your bank,
postage fees and helps the environment by conserving natural broker, or other nominee record holder, or you may contact us
resources. However, we will promptly deliver a separate copy at the above address, email or phone number.
of these documents to you if you write, email or call our Investor

Electronic Delivery of Shareholder Communications

If you received a hard copy of your Annual Meeting materials by do at any time by following the procedures described at the
mail, we encourage you to conserve natural resources, as well website listed above. If you have questions about electronic
as help us reduce our printing and mailing costs, by signing up delivery or access, please write, email or call our Investor
to receive or access your shareholder communications Relations department at 500 Staples Drive, Framingham,
via e-mail. To sign up for electronic delivery or access, visit Massachusetts 01702, email: investor@staples.com, or
www.proxyvote.com. Your electronic delivery or access telephone: (800) 468-7751.
enrollment will be effective until you cancel it, which you may
Securities and Exchange Commission Filings

We file annual, quarterly and current reports, as well as other on Form 10-K for our 2016 fiscal year, or any of the exhibits
information with the Securities and Exchange Commission listed therein, please write, email or call our Investor Relations
(“SEC”). You may read and copy any document that we file department at 500 Staples Drive, Framingham, Massachusetts
with the SEC at its Internet website at www.sec.gov or at its 01702, email: investor@staples.com, or telephone: (800) 468-
Public Reference Room at 100 F Street, N.E., Washington, DC 7751, and we will provide you with the Annual Report or any
20549. If you would like to receive a copy of our Annual Report requested exhibits without charge.
Forward-Looking Statements
Certain information contained in this proxy statement are based on a series of expectations, assumptions, estimates
constitutes forward-looking statements for purposes of the and projections which involve substantial uncertainty and risk,
safe harbor provisions of The Private Securities Litigation including the review of our assessments by our outside auditor
Reform Act of 1995. Any statements contained in this proxy and changes in management’s assumptions and projections.
statement that are not statements of historical fact should Actual results may differ materially from those indicated by
be considered forward-looking statements. You can identify such forward-looking statements as a result of risks and
forward-looking statements by the use of the words “believes”, uncertainties, including those factors discussed or referenced
“expects”, “anticipates”, “plans”, “may”, “will”, “would”, in our most recent annual report on Form 10-K filed with
“intends”, “estimates”, and other similar expressions, whether the SEC, under the heading “Risk Factors,” a copy of which
in the negative or affirmative, although not all forward-looking accompanies this proxy statement.
statements include such words. Forward-looking statements

 APPENDIX A
Staples, Inc.
Amended and Restated Executive Officer Incentive Plan
Fiscal Years 2017 - 2021
I. Summary and Objectives

Staples, Inc. (“Staples”) has developed this Executive Officer interests of the Plan Participants with those of our shareholders.
Incentive Plan (the “Incentive Plan”) to provide opportunities Bonus awards are based on actual results measured against
for Plan Participants (as defined below) to earn financial pre-established company financial objectives. Bonus awards
rewards for their role in ensuring that Staples meets its annual are intended to provide a reward to Plan Participants and
performance targets. The Incentive Plan aims to align the supplement the base salary program.
II. Term of Plan

The Incentive Plan will cover five fiscal years (or portions January 29, 2022). Each such fiscal year or portion of a fiscal
thereof), beginning with the 2017 fiscal year (beginning year in which performance is measured under this Plan is
January 29, 2017) and ending with the 2021 fiscal year (ending referred to herein as a “Plan Period”.
III. Eligibility
Provided that the Compensation Committee of the Board of C. Leaves of Absence
Directors (the “Committee”) determines that Staples meets the
applicable performance objectives for a particular Plan Period, A Plan Participant who is on a company-approved leave of
as set forth below, and all other eligibility requirements are absence in excess of 90 days during a Plan Period will not be
met, the following guidelines will be used to determine Plan eligible for a bonus award for the portion of his or her leave
Participants’ bonus award eligibility. Except as set forth in over 90 days unless otherwise approved by the Committee.
Section III.D with respect to a Plan Participant’s death, bonus
awards are not guaranteed and will not be paid unless Staples
meets the required objectives set forth in the Incentive Plan D. Retirement, Disability or Death
and the Committee authorizes the payment of bonus awards.
Retirement: If a Plan Participant terminates his or her
employment after attaining age 55 and if at the time of such
A. General Eligibility Requirements termination of employment the sum of the years of service (as
determined by the Board of Directors of Staples) completed by
Each executive officer of Staples, within the meaning of the rules the associate plus the associate’s age is greater than or equal
and regulations promulgated by the Securities and Exchange to 65, the associate will be eligible for a prorated bonus award
Commission, will be eligible to participate in the Incentive Plan, based on the number of days the associate was employed by
except that an executive officer whose employment terminates Staples during the applicable Plan Period.
prior to the end of a Plan Period, other than as a result of
permanent disability, death or retirement, will not be eligible to Disability: If a Plan Participant’s employment is terminated due
receive a bonus award under the Incentive Plan for that Plan to permanent disability before the end of the Plan Period, the
Period (each a “Plan Participant”). associate will be eligible for a prorated bonus award based on
the number of days the associate was employed by Staples
B. Changes in Position during the applicable Plan Period.
A Plan Participant who changes from one position to another In each case described above, no prorated bonus will be
will be eligible for a prorated bonus award as follows: paid unless all of the applicable requirements set forth in the
Incentive Plan are met, including without limitation that the
1.
A Plan Participant who transfers from an Incentive Committee determines that Staples meets the applicable
Plan eligible position into a position eligible for another performance objectives for a particular Plan Period and
bonus plan is eligible for a prorated bonus award under authorizes the payment of bonus awards.
the Incentive Plan based on the number of days the
associate was a Plan Participant during the applicable Death: If a Plan Participant’s employment is terminated due
Plan Period. The associate’s eligibility for a bonus for the to death before the end of the Plan Period, 100% of the Plan
new position, if any, will be determined in accordance Participant’s Target Award for such Plan Period will be paid
with any applicable bonus plan for that position. within 60 days of such termination; provided, that if such
Plan Period does not cover the entire fiscal year, the amount
2. A Plan Participant who changes from one Incentive Plan paid shall be annualized (with any amounts paid for previous
eligible position to another, through a promotion, transfer Plan Periods deducted); and provided, further, that if such
or demotion, is eligible for a prorated bonus award for termination occurs during the Plan Participant’s first fiscal year
each position based on the number of days the associate under the Incentive Plan, the bonus award will be prorated
held such position during the applicable Plan Period. based on the number of days the associate was employed by
www.staplesannualmeeting.com STAPLES A-1

Appendix A
Staples, Inc.
Staples during the applicable fiscal year, calculated as if the than retirement (as defined above), permanent disability or
associate had been employed by Staples through the end of death, no bonus will be paid to the Plan Participant for that
the fiscal year. Plan Period.
E. Employment and Compliance In addition, a Plan Participant must comply with all applicable
state and federal regulations and Staples’ policies (the
As described under “General Eligibility Requirements,” and “Compliance Requirements”) in order to be eligible to receive
except as set forth in Section III.D, a Plan Participant must a bonus award under the Incentive Plan. If a Plan Participant
be employed as of the last day of the fiscal year in which the who is terminated after the end of a Plan Period, but before
Plan Period occurs in order to be eligible for a bonus. If the bonus awards for such Plan Period are distributed, for violating
employment of a Plan Participant terminates during a Plan any of the Compliance Requirements will not be eligible to
Period (or later in the same fiscal year) for any reason other receive a bonus award for such Plan Period.
IV. The Plan

Within the earlier of (i) 90 days after the beginning of each Plan For each Plan Period, a specified percentage (which may vary
Period and (ii) the first 25% of the Plan Period, the Committee from Plan Period to Plan Period) of each Target Award (as
will establish specific performance objectives for the payment defined below) will be based upon each of the performance
of bonus awards for that Plan Period. The performance objectives selected by the Committee for that Plan Period. For
objectives for each Plan Period will be based on one or more each of the performance objectives, a specified percentage of
of the following measures, which may be determined on a the portion of the Target Award that is based on that particular
Generally Accepted Accounting Principles (GAAP) or non- performance objective will be paid based on the level of
GAAP basis: sales, earnings per share, return on net assets, performance achieved. Each performance objective shall have
return on equity, adjusted operating profit, free cash flow, a threshold performance level that must be achieved for any of
total shareholder return, net income, operating income and the bonus award to be paid for such objective.
customer service levels. These performance objectives are
intended to establish the benchmark of success for Staples. The maximum bonus award payable to an executive officer
The Committee may determine that special one-time or for any fiscal year during the term of the Incentive Plan is
extraordinary gains or losses, including without limitation as $4 million, with such amount proportionately allocated among
a result of certain acquisitions or divestitures and changes all Plan Periods within each such fiscal year. In addition, but
in accounting principles, should or should not be included in subject to the preceding sentence, the Committee presently
determining whether such performance objectives have been intends to limit bonus awards to 200% of a Plan Participant’s
met. In addition, customer service target levels will be based Target Award.
on pre-determined tests of customer service levels, including
without limitation scores on blind test (“mystery”) shopping,
customer comment card statistics, customer relations
statistics (e.g., number of customer complaints), delivery
response levels or customer satisfaction surveys conducted
by a third party.
V. Payment Calculations
Each Plan Participant will have a target bonus award (a “Target Plan Participant were achieved and shall authorize payment by
Award”) for each Plan Period. Target Awards will be expressed Staples to the Plan Participant; provided that the Committee
as a percentage of the actual base salary paid to the Plan may use negative discretion to decrease, but not increase,
Participant during the Plan Period. The percentages will be the amount of any bonus award otherwise payable to a Plan
determined by the Committee based on the Plan Participant’s Participant.
job level and responsibilities and may vary for different officers
or business units. Any bonus checks will be distributed to Plan Participants
within 2½ months following the end of the applicable fiscal
At the end of the Plan Period, the Committee shall determine year in which the Plan Period occurs.
the amount, if any, to be paid to each Plan Participant based
on the extent that the performance goals established for the
A-2 STAPLES Notice of Annual Meeting of Stockholders

Appendix A
Staples, Inc.
VI. Plan Administration

A. Administration payment of bonus awards to amend, terminate or discontinue
the Incentive Plan in whole or in part whenever it is considered
The Incentive Plan will be administered by the Committee. The necessary.
Committee will have broad authority for determining target
bonuses and selecting performance objectives, as described The Incentive Plan may be amended or terminated by either
below; for adopting rules and regulations relating to the the Board of Directors or the Committee, provided that
Incentive Plan; and for making decisions and interpretations (1) no amendment or termination of the Incentive Plan after
regarding the provisions of the Incentive Plan, including the end of a Plan Period may adversely affect the rights of Plan
determining to what extent, if any, specific items are to be Participants with respect to their bonus awards for that Plan
counted in the relevant financial measures for any particular Period, and (2) no amendment which would require stockholder
business, the satisfaction of performance objectives and the approval under Section 162(m) of the Internal Revenue
payment of awards under the Incentive Plan. Code may be effected without such stockholder approval.
B. Employment at Will D. Rights are Non-Assignable
The Incentive Plan does not create an express or implied Neither the Plan Participant nor any beneficiary nor any other
contract of employment between Staples and a Plan person shall have any right to assign the right to receive
Participant. Both Staples and the Plan Participants retain the payments hereunder, in whole or in part, which payments are
right to terminate the employment relationship at any time and non-assignable and non-transferable, whether voluntarily or
for any reason. involuntarily.
C. Bonus Provisions (Amendments and E. Withholding

Termination) All required deductions, including without limitation with
respect to federal, state or local taxes, will be withheld from
Bonuses are not earned or vested until actual payments are the bonus awards prior to distribution.
made. Staples reserves the right at any time prior to actual
VII. Forfeiture and Recovery for Misconduct

A. Right of Recovery “Recovery Period” means (1) if the Misconduct relates to
Restatement Misconduct, or the Misconduct consists of acts
Notwithstanding any other provision of this Incentive Plan or omissions relating to Staples’ financial matters that in the
to the contrary, if the Board of Directors of Staples (or its discretion of the Board are reasonably unlikely to be discovered
authorized designee, the “Board”) determines during the prior to the end of the fiscal year in which the Misconduct
Recovery Period (as defined below) that a Plan Participant has occurred and the completion of the outside audit of Staples’
engaged in Misconduct (as defined below), the Board, subject annual financial statements, the period during which the Plan
to the limitations set forth in this Section VII, may in its sole Participant is employed by Staples and the period ending 18
discretion (1) terminate such Plan Participant’s participation months after the Plan Participant’s last day of employment; (2) if
in the Incentive Plan, or with respect to any award under the the Misconduct relates to the breach of any agreement between
Incentive Plan, and treat any outstanding award as forfeited, the Plan Participant and Staples, the term of the agreement
(2) require forfeiture, in whole or in part, of payment of any and the period ending six months following the expiration of
award that has been previously approved for payment under the agreement, and (3) in all other cases, the period during
this Incentive Plan which remains in whole or in part unpaid, which the Plan Participant is employed by Staples and the
and/or (3) demand that the Plan Participant pay to Staples period ending six months after the Plan Participant’s last day
in cash the amount described in Section VII.B.; provided, of employment. If during the Recovery Period the Board gives
however, that in the event the Board determines during written notice to the Plan Participant of potential Misconduct,
the Recovery Period that the Plan Participant engaged in the Recovery Period shall be extended for such reasonable
Misconduct as described in clause (D) of the definition of time as the Board may specify is appropriate for it to make
Misconduct) (“Restatement Misconduct”), the Board shall in all a final determination of Misconduct and seek enforcement of
circumstances, in addition to any other recovery action taken, any of its remedies described above. Staples’ rights pursuant
require forfeiture and demand repayment pursuant hereto. to this Section VII shall terminate on the effective date of a
Change in Control (as defined in the Staples, Inc. 2014 Stock
Incentive Plan) and no Recovery Period shall extend beyond
that date except with respect to any Plan Participant for which
the Board prior to such Change in Control gave written notice
to such Plan Participant of potential Misconduct.
www.staplesannualmeeting.com STAPLES A-3

Appendix A
Staples, Inc.
For purposes of administratively enforcing its rights under this The term “recover” or “recovered” shall include, but shall not
Section VII, during any period for which potential Misconduct be limited to, any right of set-off, reduction, recoupment, off-
has been identified by Staples, the Board may (1) suspend set, forfeiture, or other attempt by Staples to withhold or claim
such Plan Participant’s participation in the Incentive Plan, payment of an award or any proceeds thereof. Staples’ right
or with respect to any award under the Incentive Plan, or of forfeiture and recovery of awards shall not limit any other
(2) temporarily withhold, in whole or in part, payment of any right or remedy available to Staples for a Plan Participant’s
award that has been previously approved by the Board for Misconduct, whether in law or equity, including but not
payment under this Incentive Plan which remains in whole or limited to injunctive relief, terminating the Plan Participant’s
in part unpaid. employment with Staples, or taking other legal action against
the Plan Participant.
B. Amount of Recovery
The amount that may be recovered under this Section VII shall
With respect to Misconduct described in clause (A) of the be determined on a gross basis without reduction for taxes
definition of Misconduct (breach of agreement) and clause paid or payable by a Plan Participant.
(B) of such definition (violation of Code of Ethics), and in
addition to its right to effect a termination of participation and a C. Definition of Misconduct
forfeiture of outstanding awards under this Incentive Plan, the
Board may recover from the Plan Participant the amount of any “Misconduct,” as determined by Staples (which determination
payments made to the Plan Participant under this Incentive shall be conclusive), shall mean:
Plan during the last 12 months of employment with Staples.
(A) Breach by the Plan Participant of any provision of any
With respect to Misconduct described in clause (C) of the employment, consulting, advisory, proprietary information,
definition of Misconduct (intentional deceitful acts), and in non-disclosure, non-competition, non-solicitation or other
addition to its right to effect a termination of participation and similar agreement between the Plan Participant and Staples,
a forfeiture of outstanding awards under this Incentive Plan, including, without limitation, the Proprietary and Confidential
the Board may recover from the Plan Participant the greater Information Agreement and/or the Non-Compete and Non-
of (1) the amount paid to the Plan Participant with respect Solicitation Agreement; or
to any award made under this Incentive Plan with a fiscal
year that includes any period during which the Misconduct (B) Violation by the Plan Participant of the Code of Ethics; or
occurred, or with a fiscal year which was directly impacted
by the Misconduct, or (2) the amount determined by the (C) The Plan Participant’s engagement in intentional deceitful
Board in its sole discretion to represent the financial impact act(s) that results in (i) an improper personal benefit, or (ii) injury
of the Misconduct upon Staples; provided, however, that to Staples; or
such recovery amount shall be reduced by the value of any
forfeited outstanding awards under this Incentive Plan (value to (D) The Plan Participant’s engagement in fraud or willful
be determined by the Target Award for such awards) and any misconduct (not acting in good faith or with reasonable
amounts recovered from the Plan Participant under Staples’ belief that conduct was in the best interests of Staples)
cash bonus plans and other short term or long term incentive that significantly contributes to Staples preparing a material
plans as a result of such Misconduct. financial restatement, other than a restatement of financial
statements that became materially inaccurate because of
With respect to Restatement Misconduct, and in addition to its revisions to generally accepted accounting principles.
right to effect a termination of participation and a forfeiture of
outstanding awards under this Incentive Plan, the Board shall For purposes of this Section VII regarding forfeiture and recovery
seek to recover the entire amount paid to the Plan Participant for Misconduct, any reference therein to Staples (other than
with respect to any award made under this Incentive Plan in with respect to defining the Board of Directors) shall also
the twenty-four (24) month period following the first public include any entity that Staples directly or indirectly controls.
issuance of the financial statements that are the subject of an
accounting restatement relating to the Misconduct.
VIII. Dodd-Frank Clawback

Notwithstanding any other provision of this Incentive Plan to the preceding the date on which the Company is required to
contrary, in order to comply with Section 10D of the Securities prepare the accounting restatement, based on the erroneous
Exchange Act of 1934, as amended, and any regulations data, in excess of what would have been paid to the Participant
promulgated, or national securities exchange listing conditions under the accounting restatement as determined by the
adopted, with respect thereto (collectively, the “Clawback Committee in accordance with the Clawback Requirements
Requirements”), if the Company is required to prepare an and any policy adopted by the Committee pursuant to the
accounting restatement due to the material noncompliance Clawback Requirements.
of the Company with any financial reporting requirements
under the securities laws, then the Participant shall return Approved by the Board of Directors on March 7, 2017, subject
to the Company, or forfeit if not yet paid, the amount of any to stockholder approval.
award received under this Plan during the three-year period
A-4 STAPLES Notice of Annual Meeting of Stockholders

 SUMMARY OF 2016 STAPLES CORPORATE
RESPONSIBILITY ACCOMPLISHMENTS
At Staples we take pride in making a positive impact on society, our associates and the planet. We’re dedicated to bringing
awareness to and effecting meaningful change in the areas of Community, Diversity & Inclusion, Environment, and Ethics. These
efforts help make us an employer and neighbor of choice, differentiate our brand, and support profitable and responsible growth.
COMMUNITY
Staples is dedicated to providing education and career skills • Engaged 5,700 associates to volunteer more than 62,000
development to communities where our customers and hours across 14 countries and raise over $1.1 million
associates live and work. We contribute through large-scale through non-profit fundraising campaigns.
initiatives as well as local programs that promote goodwill
and build strong community ties globally. We also help our •
Inspired customers to donate more than $2.1 million
associates, customers, and local communities in times of through six cause marketing and disaster relief campaigns
crisis or disaster. conducted in the U.S. and Canada.
Progress updates: •
Helped over 36,000 people in North American
communities impacted by disasters, including support
• Donated more than $11 million to non-profit organizations through the Staples Emergency Education Fund with
and schools around the world through Staples Foundation, Save the Children.
corporate charitable giving programs, in-kind donations,
and cause marketing efforts. • Encouraged more than 5,200 North American associates
to contribute $846,000 to help over 870 associates in
•
Enabled over 12,000 associates through the 2 Million need of assistance through the Staples Share Fund.
& Change grant program to direct $2.3 million to 1,000
organizations they personally care about and support
across 24 countries.
DIVERSITY & INCLUSION

Staples’ commitment to diversity and inclusive excellence • For the sixth straight year, scored 100% rating on Human
stems from our recognition that being a successful Right’s Campaign’s Corporate Equality Index.
company requires people with rich backgrounds and diverse
perspectives. We know that differences in age, race, gender, • Hosted a series of discussions entitled “Race is NOT a
gender identity, nationality, sexual orientation, physical ability, Four-Letter Word.”
background and thinking style promote creative thinking and
problem-solving. Our desire to attract, develop and retain • Launched an Executive Inclusion & Diversity Council for
associates that reflect our diverse customer base is essential input and oversight of the greater inclusion agenda.
to our growth and evolution. With an invigorated focus on
inclusion, we strive to operate in a way that each associate • Grew our network of Associate Resource Groups from
feels comfortable bringing their WHOLE self to work, thus 13 to 20 chapters including the launch of two unique
performing at even greater levels. Staples inclusive culture, we ARGs representing diverse demographics – Women in
believe, will be our greatest differentiator in driving business Technology and Parenting Plus.
success in the ever-changing global marketplace.
• Staples is a corporate member and active supporter of
Progress updates: several national and regional organizations that focus on
the development and advancement of diverse businesses
• Global Engagement Survey results continue to show a such as the National Gay and Lesbian Chamber of
positive perception of our commitment to diversity and Commerce (NGLCC), Women’s Business Enterprise
inclusion, with favorability at 90% in 2016. National Council (WBENC) and the National Minority
Supplier Development Council (NMSDC).
• Showcased our commitment to Gender Equity by signing
the Equal Pay Pledge, participating in the Employers for • In 2016, Staples increased our diverse portfolio to over
Pay Equity, and eliminating previous salary inquiries as $351 million in spend which is an 11% increase over
part of our hiring process. previous year. While simultaneously increasing the number
of diverse companies we work with from 471 to 983.
SUMMARY OF 2016 STAPLES CORPORATE RESPONSIBILITY ACCOMPLISHMENTS
ENVIRONMENT
Our vision is to generate business and environmental benefits • We have industry leading customer recycling programs
— for ourselves, our customers and our communities — by for electronics and ink and toner cartridges. In 2016,
leading the way in sustainable business practices. Staples is we helped our customers recycle more than 25 million
working to achieve this vision through a continued focus on pounds of office technology and 50 million cartridges
sourcing more sustainable products; improving our offering globally across our markets.
of recycling and other green services; maximizing our energy
efficiency and renewable energy use to reduce our climate • We remain focused on energy efficiency and renewable
impacts; and eliminating waste. energy. In 2016, we ended the year with 643 buildings
certified to the ENERGY STAR standard, 51% of active
Progress updates: buildings in the US.
•
Globally we sold over $4 billion in products with • Staples Europe supported Plant for the Planet, one of
environmental features in 2016. the world’s leading tree planting charities, by planting
trees on the behalf of customers who improve their eco-
performance. Staples planted 150,000 trees on behalf of
customers in 2016.
ETHICS
At Staples, doing right is just as important as doing well. We •
Staples’ Ethics and Compliance Office revises and
know that a strong foundation of ethics and governance is streamlines training programs as necessary to ensure
comprised of both a clear and comprehensive Code of Conduct that associates have easy access to all of their required
(the “Code”) and associate conduct which demonstrates an training.
uncompromising commitment to that Code. Both are essential
to build the trust of our customers, investors and other • Live training is provided to business units domestically
stakeholders. That’s why we hold all Staples associates, from and internationally to help ensure that associates are
the boardroom to the store floor to the supply chain, to the familiar with relevant laws and company policies.
highest standards of honesty, fairness and integrity.
• We maintain Staples Supplier Code of Conduct, which
Progress updates: is designed to ensure that workers making Staples
Brand Products are treated fairly, with dignity and
• Associates have access to policies, training and resources respect, and that our suppliers operate in an ethical and
through our internal online Ethics and Compliance environmentally sustainable manner. Every factory that
Community. supplies Staples Brand Products is audited if they are
located in a designated “at risk” country for compliance
to our Code.
RECOGNITION & AWARDS

As a result of the collaborative effort of our leadership team • Awarded EPA’s 2016 Sustainable Materials Management
and our associates globally, several organizations recognized Electronics Challenge Champion Award for advancing
Staples in 2016 for excellence in corporate responsibility. responsible recycling of electronics.
• For the 13th consecutive year, selected as a component • For the 6th straight year, earned perfect 100% score on
of the Dow Jones Sustainability Indexes (DJSI) for the Human Rights Campaign’s Corporate Equality Index.
2016/2017.
• Staples won an ENERGY STAR Partner of the Year award

in 2016 for Sustained Excellence, the 7th year in a row
that we have been recognized.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark one)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
or
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
For the fiscal year ended: Commission File Number:

January 28, 2017 0-17586
STAPLES, INC.
(Exact name of registrant as specified in its charter)
Delaware Five Hundred Staples Drive, 04-2896127

(State or other jurisdiction of Framingham, MA 01702 (I.R.S. Employer
incorporation or organization) (Address of principal executive office and zip code) Identification No.)
508-253-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $0.0006 per share The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 
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  No 
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 (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. 
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.
Large accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting company 
(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  No 
The aggregate market value of common stock held by non-affiliates of the registrant, based on the last sale price of Staples’ common
stock on July 30, 2016, as reported by NASDAQ, was approximately $6.0 billion. In determining the market value of non-affiliate voting
stock, shares of Staples’ common stock beneficially owned by each executive officer and director have been excluded. This determination
of affiliate status is not necessarily a conclusive determination for other purposes.
The registrant had 652,529,821 shares of common stock, par value $0.0006, outstanding as of March 7, 2017.
Documents Incorporated By Reference
Listed below is the document incorporated by reference and the part of the Form 10-K into which the document is incorporated:
Portions of the Proxy Statement for the 2017 Annual Meeting of Stockholders Part III
iiPART I
ITEM 1. BUSINESS
Staples, Inc. and its subsidiaries (“we”, “Staples” or the We operate two business segments - North American
“Company”) is a world-class provider of products and services Delivery and North American Retail - with our remaining
that primarily serve the needs of business customers of all foreign operations included in an Other category. Additional
sizes. We are committed to providing superior value to our information regarding our operating segments is presented in
customers through a broad selection of products, easy to use Management’s Discussion and Analysis of Financial Condition
websites and mobile platforms, an integrated retail and online and Results of Operations contained in this Annual Report
shopping experience and a wide range of print and marketing on Form 10-K, and financial information regarding these
and technology services. We pioneered the office products segments, and regarding geographic areas, is provided in
superstore concept by opening the first office products Note O - Segment Reporting in the Notes to the Consolidated
superstore in Brighton, Massachusetts in 1986 to serve the Financial Statements contained in this Annual Report on
needs of small businesses, and we currently serve businesses Form 10-K. As noted in Note D — Discontinued Operations
of all sizes and consumers in North America, Australia, South in the Notes to the Consolidated Financial Statements, we
America and Asia. Our delivery businesses account for a completed the sale of a controlling interest in our European
majority of our sales and many of our delivery customers place operations in February 2017.
their orders online, making Staples one of the largest internet
resellers in the world.
Strategy
Our vision is we help businesses succeed. This reflects a multi- platforms primarily target small businesses and organizations
year effort to evolve our company to become the product with up to 20 office workers. Our retail stores primarily target
and service destination for businesses in a rapidly evolving small businesses, home offices and consumers. Our ability
and competitive marketplace. In May 2016 we introduced to address our customers’ needs expands our market
our Staples 20/20 strategic plan with four key priorities to opportunities and increases awareness of the Staples brand.
transform Staples. Our priorities include accelerating mid- Serving customers of all sizes, and across product and
market growth in North America, preserving profitability and service categories, allows us to benefit from a number of
rationalizing excess capacity in North American Retail stores, important economies of scale, such as enhanced efficiencies
aggressively driving profit improvement and cost reduction in purchasing, distribution, advertising, and general and
across the Company, and narrowing our geographic focus administrative expenses.
to North America. In conjunction with our 20/20 strategy,
in November 2016 we completed the sale of our retail Our top priority is to continue to improve the service and value
business in the United Kingdom, and in February 2017 we we offer customers in a highly competitive industry. We will
completed the sale of a controlling interest in our remaining focus on building scale and credibility in categories beyond
European operations. Our combined European operations office supplies, including facilities supplies and breakroom
are reported as discontinued operations in our consolidated supplies, furniture, promotional products, technology
financial statements. products and services; increasing mid-market penetration;
improving conversion in stores and online; and improving the
We view the industry in which we sell our products and productivity and efficiency of our store network. Additionally,
services as large, fragmented, and diversified. We reach our we are engaged in an ongoing effort to change the way we
customers through contract, online, and retail sales channels. work and aggressively reduce costs in areas like supply chain,
Our contract businesses serve mid-market customers with merchandising, store operations, marketing, business process
10 to 200 office workers, as well as larger regional customers and IT outsourcing, and customer service.
and Fortune 1000 companies. Our public websites and mobile
North American Delivery

Our North American Delivery segment consists of the U.S. and selling model to be more unified and collaborative. We are
Canadian businesses, including Staples Business Advantage, driving growth in categories beyond core office supplies by
staples.com, staples.ca, and quill.com, that sell and deliver adding specialists who have expertise in selling products like
products and services primarily to businesses. Our strategies facilities supplies, breakroom supplies, furniture, promotional
for North American Delivery focus on driving increased products and technology products.
customer acquisition, retention and share of wallet through
customized contract offerings, membership programs and Staples Business Advantage, our North American contract
expanding categories beyond office supplies, with a particular business, focuses on serving the needs of mid-market
focus on the mid-market customer segment. We have merged businesses and organizations as well as larger regional
our Staples Business Advantage and staples.com resources businesses and Fortune 1000 companies. We offer full service
to allow us to better serve mid-market customers regardless account management, free delivery, customized pricing and
of their ordering platform, supported by world-class selling, payment terms, usage reporting, the stocking of certain
digital and omni-channel capabilities. We are also focused on proprietary items and a wide assortment of environmentally
serving our customers by evolving our team-based contract friendly products and services.
2 STAPLES Form 10-K

PART I
Staples.com and staples.ca are designed to reach a variety Quill.com uses a targeted approach to serve the needs of
of customers, including small businesses, home offices and small and mid-sized businesses in the United States. Quill.
consumers, offering next business day delivery for most com has rapidly expanded its assortment in categories beyond
orders in the majority of our markets. We have recently made office supplies to serve the evolving needs of its customers.
significant investments in talent, technology, and pricing, To attract and retain its customers, quill.com seeks to offer
while expanding our assortment to enhance the customer outstanding customer service, and builds loyalty through its
experience online. We have successfully launched new Quill brand products and special services. Quill.com also offers
desktop and mobile platforms, improved site speed, enhanced a specialized assortment of office supplies and products for
usability, and increased customer conversion. health care professionals.
North American Retail

Our North American Retail segment includes our retail stores in services. Our associates are trained to deliver excellent service
the U.S. and Canada. Our strategy for North American Retail by engaging with customers, focusing on solution selling, and
focuses on offering easy-to-shop stores with products that are encouraging customers to shop across channels.
readily available and easy to find, and courteous, helpful and
knowledgeable sales associates while preserving profitability We operate a portfolio of retail store formats, tailored to the
through increased customer conversion, cost reductions and unique characteristics of each location. Our North American
growing our services businesses. Our goals are to continue Retail segment consisted of 1,255 stores in the United States
to be a destination for core office supply categories like ink, and 304 stores in Canada at the end of fiscal 2016. In an effort
toner and paper as well as products and services beyond to improve store productivity and effectively manage our cost
office supplies, such as print and marketing services, facilities structure, we closed 242 stores in 2014 and 2015 combined
supplies, breakroom supplies and technology products and and 48 stores in 2016, and we expect to close approximately
70 additional stores in 2017.
Other
In addition to our two operating segments, we have other fragmented. Staples Australia serves primarily contract and
businesses in Australia, South America and Asia. The markets government customers in Australia and New Zealand. We also
for office products and services in these countries are highly have operations in China, Argentina, Taiwan and Brazil.
Merchandising and Marketing

Our objective is to be the preferred provider of virtually all those national brands. Our own brand strategy is based on offering
essential products and services that businesses of all sizes a portfolio of products that meet customers’ needs across
need to succeed. As a result, we sell a wide variety of office a broad variety of product categories and price points. The
supplies, business technology products, facilities supplies, largest portion of our own brand portfolio focuses on offering
breakroom supplies, computers and mobility products, print national brand quality at lower prices. We have also developed
and marketing services and office furniture. The Staples a selection of opening price point products for more price
merchandising team constantly reviews and updates our conscious customers, and a number of unique and innovative
product assortment and services offering to respond to own brand products to help further differentiate Staples in the
changing customer needs and to maximize the performance marketplace. Our sourcing office in Shenzhen, China supports
of key categories. One of our top priorities is to continue to our own brand strategy by driving higher quality and lower
expand our product and services offering beyond office costs, and by enabling Staples to bring new products to
supplies. Over the past few years, we have had considerable market more quickly. In addition to our proprietary branded
success driving growth in relevant categories such as facilities products, we also differentiate our core product offering
supplies and breakroom supplies. through exclusive third-party relationships.
The merchandising team uses integrated systems to perform In addition to products, we also offer a broad array of services,
the vast majority of our merchandise planning and product which represented 9% of our sales in 2016. This includes
purchasing. Some of our business units, particularly quill.com print and marketing services that we provide to our retail and
and our Canadian operations, leverage our global buying and delivery customers, as well as technology services that we
merchandising staff along with local staff to meet their specific provide in North American Stores and on our public websites
buying and merchandising needs. We purchase products and mobile platforms. As with the markets for our products,
from thousands of vendors around the world and we believe the market for these services is highly fragmented, and we
that competitive sources of supply are available to us for believe we have a significant opportunity to offer these services
substantially all of the products we carry. to existing customers and acquire new customers.
Our own brand offering includes Staples, Quill and other See Note O - Segment Reporting in the Notes to the
proprietary branded products which in aggregate represented Consolidated Financial Statements for a summary of our sales
approximately 29% of our sales in 2016. We offer more by each major category.
than 10,000 own brand products and services, including an
assortment of products with various environmentally friendly Our “Make More Happen” brand campaign utilizes the full
attributes, which we sell under the “Sustainable Earth” brand spectrum of digital and traditional marketing vehicles to
label. Staples own brand products deliver genuine value to drive brand awareness, establish relevancy and increase
our customers with prices that are at least 10% lower than consideration, contributing significantly to our sales among
the national brand yet are of a comparable quality. We realize current customers and to our new customer acquisition
higher gross margins for our own brand products than for efforts. These vehicles include digital display, paid search,
STAPLES 3
PART I
email, television, radio, newspaper circulars, direct mail, public flexible approach helps us to optimize the effectiveness and
relations and social media. In addition, we market to larger efficiency of our marketing expenditures. We continue to
customers through a combination of inside and outside sales improve our systems and capabilities to track our customers’
force supported with selling aids and digitally-driven marketing multi-channel purchasing behaviors, execute more effective
qualified leads. We change the level of marketing spend, as personalized and dynamic offers, and promote enhanced
well as the mix of media employed, depending upon market, direct marketing and customer loyalty programs to drive higher
customer value, seasonal focus, and other cost factors. This sales across all our channels.
Supply Chain
We operate two networks to fulfill the majority of our customer We operate a separate network of four large distribution
delivery and store replenishment needs in North America. Our centers to support the majority of replenishment demand
network of 50 delivery fulfillment centers supports our North from our U.S. retail store operations. Our retail distribution
American Delivery operations. We currently fulfill the majority centers provide us with significant labor and merchandise
of customers’ orders through this distribution network, which cost savings by centralizing receiving and handling functions,
provides for next day delivery coverage to more than 95% of and by enabling us to purchase in full truckloads and
the North American population. We rely on our vendor partners other economically efficient quantities from suppliers. Our
to fulfill orders and deliver products to our customers from centralized purchasing and distribution systems enable our
our expanded assortment that is not stocked in our delivery store associates to spend more time on customer service and
fulfillment centers. presentation. Since our distribution centers maintain backup
inventory, our in-store inventory requirements are reduced,
allowing us to more efficiently operate our retail stores.
Competition
As we focus on accelerating growth in Staples Business supply retail stores. Many of our competitors have increased
Advantage, we are competing against a growing and diverse their presence in our core product areas in recent years, and
set of competitors, including other office supplies distributors, we expect this trend to continue going forward.
wholesalers, networks of regional suppliers, managed print
service companies, contract stationers, electronic commerce We believe we are able to compete favorably against our
distributors, regional and local dealers, direct manufacturers competitors because of the following factors: our focus
of the products we distribute, and companies focused on on business customers; our management team’s ability to
adjacent categories such as maintenance, repair and operation respond to the dynamic markets in which we operate and
providers. We also compete with online retailers such as the changing needs of our customers; courteous, helpful and
Amazon.com, mass merchants such as Walmart and Target, knowledgeable associates focused on making shopping easy
warehouse clubs such as Costco, computer and electronics for customers; a wide assortment of products and services, on
retail stores such as Best Buy, specialty technology stores our websites and in our stores; easy to use websites and mobile
such as Apple, print and marketing businesses such as FedEx platforms; reliability and speed of order shipment; convenient
Office, and a wide range of other retailers, including grocery store locations; hassle-free returns and competitive prices.
stores, drug stores, discount retailers, and traditional office
Trademarks, Patents, Copyrights and Domain Names

We own or have applied to register numerous trademarks and In connection with the sale of a controlling interest in our
service marks in the United States and throughout the world in European operations, we granted the divested business
connection with our businesses. Some of our principal global (excluding our former retail business in the United Kingdom)
and regional marks include Staples, the Staples red brick logo, an exclusive, perpetual, royalty-free license to use certain
“Make More Happen”, Staples the Office Superstore, the Easy intellectual property, including the Staples trade name, in the
Button logo, “that was easy,” Quill.com, Corporate Express and relevant territory.
many other marks incorporating “Staples” or another primary
mark, which in the aggregate we consider to be of material We own and maintain a number of products, systems, business
importance to our business. While the duration of trademark processes and designs, many of which have been patented.
registrations varies from country to country, trademarks are We also own copyrights for works such as packaging, training
generally valid and may be renewed indefinitely so long as they materials, promotional materials, computer software, in-
are in use and their registrations are properly maintained. store graphics, website and multi-media content. In addition,
we have registered and maintain numerous internet domain
names, including many that incorporate “Staples.”
Available Information
We maintain a web site with the address www.staples.com. reasonably practicable after we electronically file such material
We are not including the information contained on our web with, or furnish such material to, the Securities and Exchange
site as a part of, or incorporating it by reference into, this Commission (“SEC”).
Annual Report on Form 10-K. We make available free of
charge through our web site our Annual Reports on Form We were organized in 1985 and are incorporated in Delaware.
10-K, Quarterly Reports on Form 10-Q and Current Reports As of January 28, 2017, Staples employed 45,565 full-time
on Form 8-K and amendments to these reports, as soon as and 31,875 part-time associates (includes both continuing
and discontinued operations).
4 STAPLES Form 10-K

PART I
EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers, their respective ages and positions as of integrated pharmacy benefit management services provider,
March 9, 2017 and a description of their business experience from 2008 to 2013. Prior to joining Express Scripts, Mr. Hall
are set forth below. There are no family relationships among was with KLA-Tencor Corporation, a provider of process
any of our executive officers and directors. control and yield management solutions, since 2000 in various
leadership positions with increasing roles and responsibilities,
Mark Conte, age 51 including serving as Senior Vice President and Chief Financial
Officer from 2006 to 2008.
Mr. Conte has served as Staples’ Senior Vice President
and Corporate Controller since June 2015. Prior to joining Christine T. Komola, age 49
Staples, Mr. Conte served as Chief Financial Officer of Hanson
Building Products Limited, a multinational manufacturer of Ms. Komola has served as Executive Vice President and Chief
concrete pipe, pressure pipe and light building products, since Financial Officer since March 2013. Prior to that she served
June 2014, and also served as its Principal Accounting Officer. as Senior Vice President and Chief Financial Officer from
Mr. Conte served as Corporate Controller and Chief Accounting February 2012 to March 2013, and Senior Vice President and
Officer of Lehigh Hanson North America - HeidelbergCement Corporate Controller from July 2004 to January 2012. She
Group which had acquired Hanson. Mr. Conte joined Hanson also served as the Senior Vice President, General Merchandise
North America - Hanson PLC in July 2000 as the Corporate Manager for furniture from January 2002 to July 2004. She has
Controller, and in 2007 he assumed responsibility of the also held other roles within Staples since joining in April 1997,
Operations Controller for the Materials business. including Assistant Controller, Vice President of Planning,
Margin and Control and Chief Financial Officer of Staples.com.
Joseph G. Doody, age 64
Steven Matyas, age 63
Mr. Doody has served as Vice Chairman since
February 2014. Prior to that he served as President—North Mr. Matyas has served as President, North American Retail
American Commercial from January 2013 to January 2014. since June 2016, and as President of Staples Canada from
Previously, Mr. Doody served as President—Staples North July 2000 to May 2016. He also served as Senior Vice President,
American Delivery since March 2002. Prior to that, he Sales and Operations of Staples Canada from August 1994 to
served as President—Staples Contract & Commercial from July 2000, and Vice President, Sales, Operations and Human
November 1998, when he first joined Staples. Resources of The Business Depot, Ltd. from March 1991 until
its acquisition by Staples in 1994.
Shira Goodman, age 56
Neil Ringel, age 52
Ms. Goodman has served as President and Chief Executive
Officer since September 2016, as President and interim Chief Mr. Ringel has served as President, North American Delivery
Executive Officer from June 2016 to September 2016, and since January 2017, as Executive Vice President, Staples
as President, North American Operations from January 2016 Business Advantage from October 2012 to January 2017,
to June 2016. Previously, she served as President, North and as Senior Vice President, Staples Business Advantage
American Commercial since February 2014, Executive Vice from June 2006 to October 2012. He has also held other roles
President of Global Growth since February 2012, Executive within Staples since joining in January 1995, including Vice
Vice President of Human Resources since March 2009, and President of Sales - East, Regional Vice President - Sales, and
Executive Vice President of Marketing since May 2001. Prior Vice President - SBA Operations.
to that, she served in various capacities since joining Staples
in 1992, including Senior Vice President of Staples Direct, Michael Williams, age 63
Senior Vice President of Brand Marketing, and Vice President
of Contract & Commercial. Mr. Williams has served as Chief Legal Officer and Secretary
since January 2017, Executive Vice President, General
Jeffrey Hall, age 50 Counsel and Secretary from December 2014 to January 2017,
and previously as Senior Vice President, General Counsel and
Mr. Hall has served as Vice Chairman and Chief Administrative Secretary from November 2012 to December 2014. Prior
Officer since January 2017. Prior to joining Staples, he served to joining Staples, Mr. Williams served as Executive Vice
as Executive Vice President Finance & Administration and President, General Counsel and Secretary of Sony Electronics,
Chief Financial Officer of SunEdison Semiconductor Limited, Inc., a consumer electronics company, from March 2004 to
a global leader in the manufacture and sale of silicon wafers to October 2012 with responsibility for legal operations of several
the semiconductor industry, since December 2013. Previously, professional and consumer electronics companies in the U.S.,
Mr. Hall served as the Executive Vice President and Chief Central America and South America.
Financial Officer for Express Scripts Holding Company, an
STAPLES 5
PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and, in particular, the forecasts and projections about the industry and markets in
description of our Business set forth in Item 1 and our which we operate and management’s beliefs and assumptions
Management’s Discussion and Analysis of Financial Condition and should be read in conjunction with our MD&A, our
and Results of Operations set forth in Appendix B (“MD&A”) consolidated financial statements and notes to consolidated
contain or incorporate a number of forward-looking statements financial statements included in Appendix C. We cannot
within the meaning of Section 27A of the Securities Act of guarantee that we actually will achieve the plans, intentions
1933 and Section 21E of the Securities Exchange Act of 1934 or expectations disclosed in the forward-looking statements
(“the Exchange Act”). made. There are a number of important risks and uncertainties
that could cause our actual results to differ materially from
Any statements contained in or incorporated by reference into those indicated by such forward-looking statements. These
this report that are not statements of historical fact should risks and uncertainties include, without limitation, those set
be considered forward-looking statements. You can identify forth below under the heading “Risk Factors” as well as risks
these forward-looking statements by use of the words like that emerge from time to time that are not possible for us to
“believes,” “expects,” “anticipates,” “plans,” “may,” “will,” predict. Forward-looking statements, like all statements in this
“would,” “intends,” “estimates” and other similar expressions, report, speak only as of the date of this report (unless another
whether in the negative or affirmative. These forward-looking earlier date is indicated). We disclaim any obligation to update
statements are based on current expectations, estimates, publicly any forward-looking statements whether as a result of
new information, future events or otherwise.
ITEM 1A. RISK FACTORS

Risks Related to the Business
If we fail to meet the changing needs of our customers divestiture of our European operations. We plan to close
our business and financial performance could be approximately 70 North American retail stores in 2017 in
adversely affected. connection with our 20/20 strategy. Charges will be required
as a result of implementing our plans, and additional charges
We are currently engaged in a multi-year effort to evolve our may be required if we adopt new strategies for the future. The
business to meet the changing needs of business customers. success of our plans is subject to both the risks affecting our
One of our top priorities is to expand our product and business generally and the inherent difficulty associated with
service offerings beyond traditional core office supplies, a implementing our new strategies, and is also dependent on the
category that is declining. Over the past few years we have skills, experience, and efforts of our management and other
had success driving growth in adjacent product categories, associates and our success with third parties. To the extent
such as facilities supplies, breakroom supplies, and print and we pursue acquisitions or other operational and strategic
marketing services. Our success is dependent on providing opportunities, our success will depend on selecting the
our customers the selection of products, as well as services, appropriate targets or partners, completing integration efforts
at competitive prices that meet customers’ changing needs quickly and effectively and realizing any expected synergies
and purchasing habits. If we misjudge either the demand for and cost savings. To the extent we make investments in
products and services we sell or our customers’ purchasing our business, such as investments to accelerate growth in
habits and tastes, we may be faced with excess inventories our mid-market contract business, these investments may
of some products or missed opportunities for products and not generate incremental revenue or increase profitability
services we do not offer. Failure to provide the products and in proportion to their cost, or at all. There is no assurance
services preferred by our customers could have a material that we will be able to successfully implement our strategic
adverse effect on our revenue, results of operations and ability initiatives or that the implementation of changes will result in
to attract and retain customers. the benefits or costs savings at the levels that we anticipate or
at all, which may result in an adverse impact on our business
We face uncertainties transforming our business, and financial statements.
and our inability to successfully implement our
strategies could adversely affect our business and We operate in a highly competitive market and we may
financial performance. not be able to continue to compete successfully.
As part of our continuing efforts to transform our business, As we expand our assortment of products and services we
in 2016 we announced our 20/20 business strategy with compete against a growing and diverse set of competitors,
four priorities: (i) accelerating growth in the mid-market in including other office supplies distributors, wholesalers,
North America, including through acquisitions; (ii) preserving networks of regional suppliers, managed print service
profitability in North American stores; (iii) taking aggressive companies, contract stationers, electronic commerce
action to drive profit improvement and reduce costs across distributors, regional and local dealers, direct manufacturers
the organization, including a plan to generate approximately of the products we distribute, and companies focused
$300 million of annualized pre-tax cost savings by the end of on adjacent categories such as maintenance, repair and
2018, primarily through reducing product costs, optimizing operation providers. We also compete with online retailers
promotions, increasing the mix of own-brand products such as Amazon.com, mass merchants such as Walmart
and reducing operating expenses; and (iv) narrowing our and Target, warehouse clubs such as Costco, computer and
geographic focus to North America, including through the electronics retail stores such as Best Buy, specialty technology
6 STAPLES Form 10-K

PART I
stores such as Apple, print and marketing businesses such vendors’ network security and, if successful, misappropriate
as FedEx Office, and a wide range of other retailers, including such information or interfere with our ability to access such
grocery stores, drug stores, discount retailers, and traditional information. A Staples associate, contractor or other third-
office supply retail stores. Many of our competitors have party with whom we do business may misuse confidential
increased their presence in our historic core product areas or personal information to which they have access; attempt
in recent years, for example by expanding their assortment to circumvent our security measures; or inadvertently cause
of office products and services, opening new stores near our a breach involving such information. Additionally, methods
existing stores, and offering direct delivery of office products, to obtain unauthorized access to confidential information
and we expect this trend to continue going forward. Intense change frequently, are increasingly sophisticated and may be
competitive pressures from one or more of our competitors difficult to detect or remediate, which can impact our ability
could affect prices or demand for our products and services. to respond appropriately. We could be subject to liability for
If we are unable to appropriately respond to these competitive failure to comply with privacy and information security laws,
pressures, or offer the appropriate mix of products and services for failing to protect personal information, for failing to respond
at competitive prices, our financial performance and market appropriately, or for misusing personal information, such as use
share could be adversely affected. Some of our current and of such information for an unauthorized marketing purpose.
potential competitors are larger than we are, may have more Loss, interference with our ability to access, unauthorized
experience in selling certain products or delivering services or access to, or misuse of confidential or personal information
may have substantially greater financial resources. could disrupt our operations, damage our reputation, and
expose us to claims from customers, financial institutions,
Macroeconomic conditions could adversely affect our regulators, payment card associations, employees and other
business and financial performance. persons, any of which could have an adverse effect on our
business, financial condition and results of operations.
As a world-class provider of products and services that
operates globally to serve the needs of business customers and We have investigated, with the assistance of outside experts,
consumers, our operating results and performance depend a data security incident involving unauthorized access into
significantly on North American and worldwide economic the computer systems of PNI Digital Media Ltd (“PNI”), a
conditions and their impact on business and consumer subsidiary we acquired in July 2014. PNI, which is based in
spending. Increases in the levels of unemployment, particularly Vancouver, British Columbia, provides a software platform
white collar unemployment, energy and commodity costs, that enables retailers to sell personalized products such
health care costs, higher interest rates and taxes, tighter credit as photo prints, photo books, calendars, business cards,
markets, reduced consumer credit availability, fluctuation in stationery and other similar products. PNI’s customers include
the financial markets, lower consumer confidence, lack of a number of major third party retailers, as well as our affiliates.
small business formation and other factors could result in a The investigation determined that an unauthorized party
decline in business and consumer spending. Our business and entered PNI’s systems and was able to deploy on some of
financial performance may continue to be adversely affected, PNI’s servers supporting its customers, malware designed
and our ability to generate cash flow may be negatively to capture data that end users input on the photosites.
impacted, by current and future economic conditions if there Some of PNI’s affected customers have notified certain of
is a renewed decline in business and consumer spending or if their users of a potential compromise of the users’ payment
such spending remains stagnant. card information and/or other personal information. PNI took
prompt steps to contain the incident, including disabling
Compromises of our information systems or the retailer photosites, or online payment transactions, for a
unauthorized access to confidential information or period while the incident was being investigated, and to further
personal information may materially harm our business enhance the security of its retailer customers’ data. To date the
or damage our reputation. Company has incurred incremental expenses of $18 million
related to the incident. Additional losses and expenses relating
Through our sales and marketing activities and our business to the incident are probable; however, at this stage, we do
operations, we collect and store confidential information and not have sufficient information to reasonably estimate such
certain personal information from our customers, end users of losses and expenses. The types of losses and expenses
our services, vendors, business partners and associates. For that may result from the incident include, without limitation:
example, we handle, collect and store personal information claims by PNI’s retailer customers, including indemnification
in connection with our customers purchasing products or claims for losses and damages incurred by them; claims by
services, enrolling in our promotional or rewards programs, end-users of PNI’s services, including class action lawsuits
registering on our web site or otherwise communicating or that have been filed, and further class action lawsuits that may
interacting with us. We also accept payments using a variety be filed, in Canada and the United States; investigations and
of methods, including debit and credit cards, gift cards, claims by various regulatory authorities in Canada and the
electronic transfer of funds, and others. We rely on third parties United States; the costs of completing our investigation of the
to provide payment processing services or make certain incident; remediation costs; and legal fees. We will continue
payments on our behalf. In addition, in the normal course of to evaluate information as it becomes known and will record
business, we gather and retain personal information about an estimate for losses or expenses at the time or times when
our associates and generate and have access to confidential it is both probable that any loss has been incurred and the
business information. We may share confidential and personal amount of such loss is reasonably estimable. Such losses
information with vendors or other third parties in connection may be material to our results of operations and financial
with processing of transactions, operating certain aspects of condition. We maintain network-security insurance coverage,
our business or for marketing purposes. Although we have which we expect would help mitigate the financial impact of
taken steps designed to safeguard such information, there can the incident. The incident has resulted in a loss of business for
be no assurance that such information will be protected against PNI and may result in further reputational and other harm to us
loss or unauthorized access, acquisition, use or disclosure. going forward.
For example, computer hackers may penetrate our or our
STAPLES 7
PART I
Problems in our information systems and technologies employment. If we are unable to attract, train, engage and
may disrupt our operations. retain a sufficient number of qualified associates and key
employees, our business and financial performance may be
We rely heavily on various information systems and technology adversely affected.
to sell and deliver our products and services and operate our
business, including systems to track inventory, to process Our quarterly operating results are subject to
and record transactions, to generate financial reports and to significant fluctuation.
communicate with our associates, vendors and customers.
As we continue to accelerate our growth online, our ability Our operating results have fluctuated from quarter to quarter
to attract and retain customers, compete and operate in the past, and we expect that they will continue to do so
effectively is dependent on a consistent, secure and easy to in the future. Historically, sales and profitability are generally
use technology infrastructure with uninterrupted availability stronger in the second half of our fiscal year than the first half
and reliable back-up systems. Any disruption to the internet of our fiscal year due in part to back-to-school and back-
or our technology infrastructure, including a disruption or to-business seasons. Factors that could also cause these
incident affecting our web sites and information systems, quarterly fluctuations include: the mix of products sold; pricing
including without limitation a denial of service or ransomware actions of competitors; the level of advertising and promotional
attack, may cause a decline in our customer satisfaction, expenses; the expense and outcome of legal proceedings;
jeopardize accurate financial reporting, impact our sales severe weather; consumer confidence; and the other risk
volumes or result in increased costs. Hardware, software or factors described in this section. Most of our operating
applications we develop or procure from third parties may expenses, such as occupancy costs and associate salaries,
contain defects in design or manufacture or other problems do not vary directly with the amount of sales and are difficult
that could unexpectedly disrupt our operations or compromise to adjust in the short term. As a result, if sales in a particular
our information security. Although we continue to invest in quarter are below expectations, we may not proportionately
our technology, if we are unable to continually add software reduce operating expenses for that quarter, and therefore such
and hardware, effectively manage or upgrade our systems a sales shortfall may have a disproportionate effect on our net
and network infrastructure, and develop effective system income for the quarter.
availability, disaster recovery plans and protection solutions,
our business could be disrupted thus subjecting us to liability The divestiture of our European operations could
and potentially harming our reputation. harm our business, financial condition and results
of operations.
In addition, we periodically make modifications and upgrades
to our information systems and technology. Some of On February 27, 2017, we completed the sale of our European
our information systems are outsourced to third parties. operations to a third party buyer as part of our 20/20 business
Modifications involve replacing legacy systems with successor strategy. Following the divestiture of our European operations,
systems, making changes to legacy systems or acquiring new we will be a smaller, less diversified company with a narrower
systems with new functionality. Although we make a diligent business focus and restricted from operating in Europe, and
effort to ensure that all providers of outsourced services we may be more vulnerable to changing market conditions,
observe proper internal control practices and procedures, which could materially adversely affect our business, results of
we cannot assure that failures will not occur. We are aware of operations and financial condition. We have licensed certain
inherent risks associated with replacing our systems, including Staples trademarks and other intellectual property to the
accurately capturing data, system disruptions and outsourcing divested business, and the actions of the divested business,
to third parties. Information technology system disruptions, including misuse of the intellectual property, could harm our
if not anticipated and appropriately mitigated, could have a brand and reputation. We may also incur losses as a result of
material adverse effect on our operations. indemnification obligations, challenges in separating business
operations and in servicing or retaining joint global customers,
We may be unable to attract, train, engage and retain the provision of transition services, and our continuing minority
qualified associates. ownership; in each case related to the divested operations.
Our customers across all channels value courteous and Our international operations expose us to risks inherent
knowledgeable associates. Accordingly, our performance in foreign operations.
depends on attracting, training, engaging and retaining a large
number of qualified associates, as well as business leaders Although we have divested our European operations, we
and other key technology, sales, supply chain, marketing and continue to operate in countries outside the United States.
support personnel. We face intense competition for qualified In certain international market segments, we may not benefit
associates and other key employees, particularly in tight labor from any first-to-market advantages or otherwise succeed.
markets or in specialized areas of technical expertise. Many Cultural differences abroad and local practices of conducting
of our associates, particularly in retail stores, are in entry-level business may conflict with our own business practices and
or part-time positions with historically high rates of turnover. ethics standards. Ensuring compliance with foreign and U.S.
Our ability to meet our labor needs while controlling our labor laws and our own policies may require that we implement new
costs is subject to numerous external factors, including the operational systems and financial controls, conduct audits or
availability of a sufficient number of qualified persons in the internal investigations, train our associates and third parties on
workforce, unemployment levels, prevailing wage rates, our existing compliance methods, and take other actions, all of
changing demographics, health and other insurance costs, the which may be expensive, divert management’s time and impact
attractiveness of our incentive compensation plans, and the our operations. There are also different employee/employer
cost of compliance with labor and wage laws and regulations. relationships that may delay or impact the implementation of
We have experienced reductions in force in connection with some of these operational systems. In addition, differences
our restructuring activity, which may lead to lower associate in business practices in our international markets may cause
engagement, gaps in experience and knowledge, and a customers to be less receptive to our business model than
higher likelihood that remaining associates terminate their we expect.
8 STAPLES Form 10-K

PART I
Risks inherent in international operations also include, among other general corporate purposes and could make us more
others, the costs and difficulties of managing international vulnerable to economic downturns and economic pressures.
operations, adverse tax consequences and greater difficulty Our level of indebtedness may also place us at a competitive
in enforcing intellectual property rights. Other factors that may disadvantage against less leveraged competitors. If we default
also have an adverse impact on our international operations or breach our obligations, we could be required to pay a
include limitations on the repatriation and investment of funds, higher rate of interest or lenders could require us to accelerate
foreign currency exchange restrictions, complex import and our repayment obligations. If we were to experience a credit
export schemes, increased local competition, our lack of rating downgrade in future periods, we may incur higher
familiarity with local customer preferences, unfavorable foreign interest costs on future financings and it may limit our ability to
trade policies, unstable political or economic conditions, and participate in the commercial paper market.
geopolitical events, including war and terrorism.
Our expanded offering of proprietary branded products
Our effective tax rate may fluctuate. and services may not improve our financial performance
and may expose us to intellectual property liability,
We are a multi-national, multi-channel provider of products product liability, import/export liability, government
and services. As a result, our effective tax rate is derived from investigations and claims, and other risks associated
a combination of applicable tax rates in the various countries, with global sourcing.
states and other jurisdictions in which we operate. Our
effective tax rate may be lower or higher than our tax rates Our product offering includes Staples, Quill and other
have been in the past due to numerous factors, including the proprietary branded products and services, which represented
sources of our income, any agreements we may have with approximately 29% of our sales in fiscal 2016 and which
taxing authorities in various jurisdictions, changes in the laws typically generate higher margins than national brand products
and the tax filing positions we take in various jurisdictions. In and services. Our proprietary branded products compete with
addition, our effective tax rate may fluctuate quarterly, and the other manufacturers’ branded items that we offer. An increase
resulting tax rate may be negative or unusually high as a result in our proprietary branded products and services also exposes
of significant charges in a quarter that are not tax deductible, us to added risks that could increase the cost of doing business,
such as goodwill and long-lived asset impairment. We base such as third party intellectual property infringement, false
our estimate of our effective tax rate at any given point in advertising, and product liability claims against us with respect
time upon a calculated mix of the tax rates applicable to our to such products and services; increased tariffs on goods we
company and to estimates of the amount of business likely import, particularly in light of current uncertainty with respect
to be done in any given jurisdiction. The loss of one or more to U.S. trade policy; and import and export compliance issues.
agreements with taxing jurisdictions, a change in the mix of Furthermore, although we have implemented policies and
our business from year to year and from country to country, procedures designed to facilitate compliance with laws and
changes in rules related to accounting for income taxes, regulations relating to importing and exporting merchandise,
adverse outcomes from tax audits that we may be subject to there can be no assurance that contractors, agents, vendors,
in any of the jurisdictions in which we operate, or changes manufacturers or other third parties with whom we do business
in domestic tax policy or tax laws in any of the multiple will not violate such laws and regulations or our policies, which
jurisdictions in which we operate could result in an unfavorable could subject us to liability and could adversely affect our
change in our effective tax rate which could have an adverse operations or operating results. We also have greater exposure
effect on our business and results of operations. and responsibility to the consumer for replacements as a result
of product defects. If any of our customers are harmed by
Fluctuations in foreign exchange rates could lead to our proprietary branded products or services, they may bring
lower earnings. product liability and other claims against us or we may have to
issue voluntary or mandatory recalls.
Sales from our delivery operations and stores outside the
U.S. are denominated in the currency of the country in which The more proprietary branded products and services we offer,
these operations or stores are located and changes in foreign the more these risks increase. A loss of consumer acceptance
exchange rates affect the translation of the sales and earnings of these products could also adversely affect our sales and
of these businesses into U.S. dollars for financial reporting gross margin rates. Any of these circumstances could damage
purposes. Additionally, merchandising agreements may also our reputation and have an adverse effect on our business and
be denominated in the currency of the country where the financial performance.
vendor resides. Although we attempt to mitigate such risks by
sometimes entering into foreign exchange hedges or utilizing Our business may be adversely affected by the actions
risk management strategies, such hedges and strategies of and risks associated with third-parties.
themselves present some risk and thus may not be entirely
successful in mitigating the risk. The products we sell are sourced from a wide variety of third-
party vendors and as we expand our assortment we rely on
Our indebtedness could adversely affect us by reducing third parties to fulfill our customer orders and deliver products
our flexibility to respond to changing business and directly to our customers. In general, we do not have long-term
economic conditions. contracts with our vendors or third parties committing them
to provide products to us on acceptable terms. For example,
As of January 28, 2017 our consolidated outstanding debt we derive benefits from vendor allowances and promotional
was $1.0 billion and we also had $1.1 billion of additional incentives which may not be offered in the future. We also
borrowing capacity under our commercial paper program, cannot control the supply, design, function or cost of many
revolving credit facility and other lines of credit. We are not of the products that we offer for sale. Some of the products
restricted from incurring substantial additional indebtedness we offer are supplied to us on an exclusive basis and may be
in the future. Incurring substantial indebtedness in the difficult to replace in a timely manner. Additionally, third parties
future could reduce our ability to obtain additional financing may not live up to the delivery promises they have made to
for working capital, capital expenditures, acquisitions, and our customers. Disruptions in the availability of products or
STAPLES 9
PART I
services purchased through third parties, or quality issues liabilities, however, litigation is inherently unpredictable and
that cause us to initiate voluntary or mandatory recalls for the outcome of legal proceedings and other contingencies
products we sell on an exclusive basis, may result in customer could be unexpected. Some verdicts or decisions may not
dissatisfaction, damage our reputation and adversely affect be reasonable or based on law or prior precedent, in which
our sales. case we will vigorously contest and appeal such decisions.
Other outcomes may require us to pay substantial amounts
Global sourcing of many of the products we sell is an of money or take actions that adversely affect our operations.
important factor in our financial performance. Our ability to find In addition, defending against these claims may involve
qualified vendors and access products in a timely and efficient significant time and expense. Given the large size of our
manner is a significant challenge, especially with respect to operations and workforce, the visibility of our brand and our
goods sourced outside the United States. Political instability, position as an industry leader, we may regularly be involved in
the financial instability of suppliers, trade restrictions, tariffs, legal proceedings that could adversely affect our business and
foreign currency exchange rates, transport capacity and costs, financial performance.
inflation and other factors relating to foreign trade are beyond
our control. We also rely upon many independent service Failure to comply with laws, rules and regulations
providers for services that are important to many aspects of our could negatively affect our business operations and
business. If our service providers fail or are unable to perform financial performance.
as expected and we are unable to replace them quickly, our
business could be harmed at least temporarily until we are Our business is subject to federal, state, local and international
able to do so and potentially, in some cases, permanently. laws, rules and regulations, such as state and local wage and
These and other issues could adversely affect our reputation, hour laws, the U.S. Foreign Corrupt Practices Act, the False
business and financial performance. Claims Act, the Employee Retirement Income Security Act
(“ERISA”), securities laws, import and export laws (including
Various legal proceedings may adversely affect our customs regulations), privacy and information security
business and financial performance. regulations, product safety, warranty or recall regulations,
unclaimed property laws, and many others. The complexity
We are involved in various private legal proceedings, which of the regulatory environment in which we operate and the
include consumer, employment, intellectual property, related cost of compliance are both increasing due to legal
commercial, tort and other litigation. We are subject to and regulatory requirements, increased enforcement and our
potentially increasing challenges by private litigants regarding ongoing expansion into new markets and new channels. In
compliance with local, state and national labor regulations, addition, as a result of operating in multiple countries, we must
whether meritorious or not. In addition, companies have comply with multiple foreign laws and regulations that may
increasingly been subject to employment related class action differ substantially from country to country and may conflict
litigation, and we have experienced “wage and hour” class with corresponding U.S. laws and regulations. We may
action lawsuits. We expect that these trends will continue to also be subject to investigations or audits by governmental
affect us. We are also subject to claims that the technology authorities and regulatory agencies, which can occur in the
we use or the products we sell infringe intellectual property ordinary course of business or which can result from increased
rights of third parties. Such claims, whether meritorious or scrutiny from a particular agency towards an industry, country
not, involve significant managerial resources and can become or practice. If we fail to comply with laws, rules and regulations
costly. Generally, we have indemnification protections in or the manner in which they are interpreted or applied, we may
our agreements which our vendors or licensors often have be subject to government enforcement action, class action
honored; however, there are no assurances that such vendors litigation or other litigation, damage to our reputation, civil and
or licensors will continue to do so in the future. We estimate criminal liability, damages, fines and penalties, and increased
exposure and establish reserves for our estimated significant cost of regulatory compliance, any of which could adversely
affect our results of operations and financial performance.
ITEM 1B. UNRESOLVED STAFF COMMENTS

None.
ITEM 2. PROPERTIES

As of January 28, 2017, for our continuing operations we As of that same date, we also operated 78 distribution and
operated a total of 1,583 retail stores in 46 states and the fulfillment centers in 25 states in the United States, 7 provinces
District of Columbia in the United States, 10 provinces and in Canada, and in China, Argentina, Brazil, Taiwan and Australia.
2 territories in Canada, and in Argentina, Australia and Brazil.
10 STAPLES Form 10-K

PART I
The following table sets forth the locations of our facilities related to our continuing operations as of January 28, 2017:
Retail Stores
Country/State/Province/Region/Territory Number of Stores Country/State/Province/Region/Territory Number of Stores
United States Pennsylvania 87
Alabama 10 Rhode Island 8
Arizona 24 South Carolina 20
Arkansas 7 South Dakota 1
California 175 Tennessee 17
Colorado 17 Texas 47
Connecticut 33 Utah 10
Delaware 7 Vermont 6
District of Columbia 1 Virginia 38
Florida 74 Washington 23
Georgia 28 West Virginia 4
Idaho 8 Wisconsin 7
Illinois 32 Wyoming 3
Indiana 20 Total United States 1,255
Iowa 12
Kansas 5 Canada
Kentucky 14 Alberta 39
Maine 10 British Columbia 41
Maryland 38 Manitoba 10
Massachusetts 62 New Brunswick 8
Michigan 34 Newfoundland 4
Minnesota 5 Nova Scotia 12
Missouri 10 Northwest Territories 1
Montana 7 Ontario 112
Nebraska 4 Prince Edward Island 2
Nevada 6 Quebec 64
New Hampshire 20 Saskatchewan 10
New Jersey 71 Yukon 1
New Mexico 9 Total Canada 304
New York 112
North Carolina 44 Argentina 14
North Dakota 2 Australia 9
Ohio 50 Brazil 1
Oklahoma 16 1,583
Oregon 17
STAPLES 11
PART I
Distribution and Fulfillment Centers

Country/State/Province/Region/Territory Number of Centers Country/State/Province/Region/Territory Number of Centers
United States Canada
Arizona 1 Alberta 3
Alaska 1 British Columbia 2
California 4 Manitoba 1
Colorado 1 New Foundland 1
Connecticut 2 Nova Scotia 2
Florida 1 Ontario 3
Georgia 2 Quebec 2
Idaho 1 Total Canada 14
Illinois 1
Indiana 1 China 8
Iowa 2 Argentina 1
Kansas 1 Brazil 1
Maryland 2 Taiwan 1
Massachusetts 2 Australia 13
Minnesota 2 78
New Jersey 1
New York 2
North Carolina 2
Ohio 1
Oregon 3
Pennsylvania 1
Tennessee 1
Texas 3
Washington 1
Wisconsin 1
Total United States 40
Most of the existing facilities are leased by us with lease terms expiring between 2017 and 2026. In many instances, we have
renewal options at increased rents. Leases for 126 of the existing stores provide for contingent rent based upon sales.
We own our Framingham, Massachusetts corporate office, which consists of approximately 650,000 square feet.
ITEM 3. LEGAL PROCEEDINGS

We are subject to ordinary routine litigation incidental to our business. We do not believe the results of such litigation will have
a material adverse effect on our business. See Note I - Commitments and Contingencies of the Notes to our Consolidated
Financial Statements.
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

iiPART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
NASDAQ
Our common stock is traded on the NASDAQ Global Select Market under the symbol “SPLS”. The following table sets forth for
the periods indicated the high and low sales prices per share of our common stock on the NASDAQ Global Select Market, as
reported by NASDAQ.
High Low
52 Weeks Ended January 28, 2017
First Quarter $11.37 $8.04
Second Quarter 10.83 8.00
Third Quarter 9.38 7.24
Fourth Quarter 10.11 7.24
52 Weeks Ended January 30, 2016
First Quarter $19.40 $15.72
Second Quarter 16.84 13.74
Third Quarter 14.71 11.61
Fourth Quarter 13.50 8.29
Cash Dividend
Since 2004, we have returned cash to our stockholders While it is our intention to continue to pay quarterly cash
through cash dividends. We paid quarterly dividends for fiscal dividends in 2017 and beyond, any decision to pay future
year 2016 of $0.12 per share on April 14, 2016, July 14, cash dividends will be made by our Board of Directors and
2016, October 13, 2016 and January 12, 2017 resulting in will depend upon our earnings, financial condition and other
a total dividend payment of $311 million or $0.48 per share. factors. Our payment of dividends is permitted under our
We paid quarterly dividends for fiscal year 2015 of $0.12 per existing public notes and other financing agreements, although
share on April 16, 2015, July 16, 2015, October 15, 2015 and our revolving credit agreement restricts the payment of
January 14, 2016, resulting in a total dividend payment of dividends in the event we are in default under such agreement
$308 million or $0.48 per share. We paid quarterly dividends or such payout would cause a default under such agreement.
for fiscal year 2014 of $0.12 per share on April 17, 2014, July
17, 2014, October 16, 2014 and January 15, 2015 resulting On March 7, 2017, our Board of Directors approved the
in a total dividend payment of $307 million or $0.48 per share. payment of a cash dividend of $0.12 per share to be paid on
April 13, 2017 to stockholders of record on March 24, 2017.
STAPLES 13
PART II
Stock Performance Graph

The following graph compares the cumulative total stockholder return on Staples’ common stock, the Standard & Poor’s 500
Index and the Standard & Poor’s Retail Index during our 2012 through 2016 fiscal years, assuming the investment of $100.00 on
January 28, 2012 with dividends being reinvested.
$300
$250
$200
$150
$100
$50
$0
1/28/12 2/2/13 2/1/14 1/31/15 1/30/16 1/28/17
Staples, Inc. S&P500 S&P Retail Index
Total Return To Stockholders

28-Jan-12 2-Feb-13 1-Feb-14 31-Jan-15 30-Jan-16 28-Jan-17
Staples, Inc. $100.00 $87.30 $87.82 $118.14 $64.14 $69.36
S&P 500 Index $100.00 $116.78 $141.91 $162.09 $161.01 $193.28
S&P Retail Index $100.00 $129.41 $163.38 $196.45 $230.90 $273.54
Issuer Purchases of Equity Securities

We did not repurchase any of our common stock under $373 million. We plan to balance our allocations of capital for
our share repurchase program during 2016. The remaining open-market share repurchases with allocations for merger
authorization under our existing share repurchase program is and acquisition opportunities.
Other Information
For information regarding securities authorized for issuance At March 7, 2017, we had 4,257 holders of record of our
under our equity compensation plans, please see Note K common stock.
- Equity Based Employee Benefit Plans in the Notes to the
Consolidated Financial Statements contained in this Annual
Report on Form 10-K.

PART II
ITEM 6. SELECTED FINANCIAL DATA

The information required by this Item is attached as Appendix A.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The information required by this Item is attached as part of Appendix B.
ITEM 7A. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK
The information required by this Item is attached as part of Appendix B under the caption “Quantitative and Qualitative Disclosures
about Market Risks.”
ITEM 8. FINANCIAL STATEMENTS AND

SUPPLEMENTARY DATA
The information required by this Item is attached as Appendix C.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES

1. Disclosure Controls And Procedures
The Company’s management, with the participation of the regarding required disclosure. Management recognizes that
Company’s chief executive officer and chief financial officer, any controls and procedures, no matter how well designed and
evaluated, as of January 28, 2017, the effectiveness of the operated, can provide only reasonable assurance of achieving
Company’s disclosure controls and procedures, which were their objectives, and that judgment must be applied in the
designed to be effective at the reasonable assurance level. The evaluation of the cost-benefit relationship of possible controls
term “disclosure controls and procedures”, as defined in Rules and procedures. Based on the evaluation of the Company’s
13a-15(e) and 15d-15(e) under the Exchange Act, means a disclosure controls and procedures as of January 28, 2017,
company’s controls and other procedures designed to ensure management, the chief executive officer and the chief financial
that information required to be disclosed in reports filed or officer concluded that the Company’s disclosure controls and
submitted under the Exchange Act is recorded, processed, procedures were ineffective at the reasonable assurance level
summarized and reported within the time periods specified in at that date, due to the material weaknesses identified as
the SEC’s rules and forms. Disclosure controls and procedures described below. The material weaknesses did not result in
include, without limitation, controls and procedures designed any identified misstatements in the current period consolidated
to ensure that information required to be disclosed by a financial statements, nor in any restatements of consolidated
company in reports filed or submitted under the Exchange financial statements previously reported by the Company, and
Act is accumulated and communicated to the company’s there were no changes in previously released financial results.
management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions
STAPLES 15
PART II
2. Internal Control Over Financial Reporting

(a) Management’s Annual Report on Internal Control not maintained effective internal control over financial reporting
over Financial Reporting based on those criteria as a result of the material weaknesses
in internal control over financial reporting described below.
Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Management has identified deficiencies in its internal control
Company. Internal control over financial reporting is defined in over financial reporting, which are related to the operation
Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange of information technology (“IT”) general controls in the
Act as a process designed by, or under the supervision of, areas of access security, program change management
the company’s principal executive and principal financial and computer operations (“IT General Controls”) in certain
officers and effected by the company’s board of directors, business units in North America and a business unit in the
management and other personnel, to provide reasonable United Kingdom. The deficiencies in IT General Controls also
assurance regarding the reliability of financial reporting and resulted in a conclusion that manual controls that rely on data
the preparation of financial statements for external purposes produced by and maintained within these affected IT system
in accordance with generally accepted accounting principles applications and automated controls within these affected IT
and includes those policies and procedures that: system applications were ineffective. A material weakness
is a deficiency, or combination of deficiencies, in internal
• Pertain to the maintenance of records that in reasonable control over financial reporting, such that there is a reasonable
detail accurately and fairly reflect the transactions and possibility that a material misstatement of the Company’s
dispositions of the assets of the company; annual or interim financial statements will not be prevented or
detected on a timely basis. Management has determined that
•
Provide reasonable assurance that transactions are the aggregate impact of these deficiencies resulted in material
recorded as necessary to permit preparation of financial weaknesses as follows:
statements in accordance with generally accepted
accounting principles, and that receipts and expenditures • North America IT General Controls - deficiencies in certain
of the company are being made only in accordance applications used by business units in North America that
with authorizations of management and directors of the resulted in the failure of other automated controls and
company; and other controls that rely on data from these applications.
•
Provide reasonable assurance regarding prevention or •
United Kingdom IT General Controls - deficiencies in
timely detection of unauthorized acquisition, access to, certain applications used by a component of discontinued
use or disposition of the company’s assets that could operations in the United Kingdom that resulted in the
have a material effect on the financial statements. failure of other automated controls and other controls that
rely on data from these applications.
Staples’ internal control system is designed to provide
reasonable assurance to the Company’s management and The material weaknesses did not result in any identified
Board regarding the preparation and fair presentation of misstatements in the current period consolidated financial
published financial statements. All internal control systems, statements, nor in any restatements of consolidated financial
no matter how well designed, have inherent limitations which statements previously reported by the Company, and there
may not prevent or detect misstatements. Therefore, even were no changes in previously released financial results.
those systems determined to be effective can provide only We have begun to develop remediation plans for these
reasonable assurance with respect to financial statement material weaknesses which are described below under
preparation and presentation. Projections of any evaluation “Remediation Activities”.
of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in The independent registered public accounting firm, Ernst
conditions, or that the degree of compliance with the policies & Young LLP, has issued an adverse audit report on the
or procedures may deteriorate. effectiveness of the Company’s internal control over financial
reporting as of January 28, 2017, which is included herein.
Management assessed the effectiveness of Staples’ internal
controls over financial reporting as of January 28, 2017. In
making this assessment, it used the criteria set forth in Internal
Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(2013 Framework) (“COSO”) . Based on our assessment, we
concluded that, as of January 28, 2017, the Company has

PART II
(b) Attestation Report of the Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM
The Board of Directors and Shareholders of
Staples, Inc.
We have audited Staples, Inc.’s internal control over financial reporting as of January 28, 2017, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). Staples, Inc.’s management is responsible for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting included in Management’s Annual
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or
detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment:
• IT general controls deficiencies in North America
• IT general controls deficiencies in the United Kingdom
In our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the
control criteria, Staples, Inc. and subsidiaries has not maintained effective internal control over financial reporting as of January 28,
2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Staples, Inc. and subsidiaries as of January 28, 2017 and January 30, 2016, and the related
consolidated statements of income, comprehensive income shareholders’ equity and cash flows for each of the three years in the
period ended January 28, 2017 of Staples, Inc. and subsidiaries and our report dated March 9, 2017 expressed an unqualified
opinion thereon.
/s/ Ernst & Young LLP

Boston, Massachusetts
March 9, 2017
STAPLES 17
PART II
(c) Changes in Internal Control over Financial Reporting (d) Remediation activities
Except for the control deficiencies discussed above in this Management is actively engaged in the implementation of a
Item 9A that have been assessed as material weaknesses remediation plan to address the ineffective IT General Controls
as of January 28, 2017, there were no other changes in the contributing to the material weaknesses. The remediation
Company’s internal control over financial reporting (as defined actions include the following:
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that
occurred during the fiscal quarter ended January 28, 2017 that •
Improving the operation and monitoring of control
have materially affected, or are reasonably likely to materially activities and procedures associated with logical security
affect, the Company’s internal control over financial reporting. including user and administrator access to the affected IT
systems, including both preventive and detective control
During the three months ended January 28, 2017, management activities.
identified deficiencies in internal control over financial reporting
related to IT General Controls in the areas of access security, • Improving the operation of program change management
program change management and computer operations in control activities to track authorizations to changes,
certain business units in North America. These deficiencies emergency change management procedures and across
also resulted in the failure of other automated controls and the affected IT systems, including both preventive and
other controls that rely on data from these applications. detective controls activities.
Management determined that the aggregate impact of these
deficiencies resulted in a material weakness affecting certain •
Improving the operation and monitoring of computer
applications and business units in North America. operations control activities to track appropriate
processing and authorization of job and backup
After identifying the material weaknesses noted above in processes of the affected IT systems.
certain business units in North America, management
remediated the IT General Controls where possible, and •
Implementing additional training for resources in the
began to develop remediation plans for the remaining affected functional areas that support and monitor our IT systems
applications. At year-end, access, change management and and information generated therefrom.
computer operations controls in certain systems were not
operating effectively. These deficiencies resulted in the failure •
Implementing additional business process controls or
of other automated controls and other controls that rely on improving existing business process controls, as needed,
data from these applications. As such, as of January 28, 2017, to address the risks related to the financial reports and
management concluded that the material weakness in internal data generated from the affected IT systems.
controls over financial reporting related to IT General Controls in
the areas of user access, change management and computer Management believes that these efforts will effectively
operations affecting certain applications and business units in remediate the material weaknesses. However, the material
North America was unremediated. weaknesses in our internal control over financial reporting will
not be considered remediated until (a) the new controls are
Management identified deficiencies in internal control over fully implemented and existing controls are reinforced, (b) the
financial reporting related to IT General Controls in the areas of controls are in operation for a sufficient period of time and
access security, program change management and computer (c) these controls are tested and concluded by management to
operations as well as deficiencies in business process controls be designed and operating effectively. We cannot provide any
related to a certain component of the business in the United assurance that these remediation efforts will be successful or
Kingdom. These deficiencies resulted in the failure of other that our internal control over financial reporting will be effective
automated controls and other controls that rely on data as a result of these efforts. In addition, as we continue to
from these applications. Management determined that the evaluate and work to improve its internal control over financial
aggregate impact of these deficiencies resulted in a material reporting, management may determine to take additional
weakness associated with a component of discontinued measures to address control deficiencies or determine to
operations and assets held for sale in the United Kingdom. modify the remediation plan described above. Management will
test and evaluate the implementation of these new and revised
processes and internal controls to ascertain whether they
are designed and operating effectively to provide reasonable
assurance that they will prevent or detect a material error in
our financial statements.
ITEM 9B. OTHER INFORMATION

On March 6, 2017, Carol Meyrowitz informed the Board of Directors of Staples, Inc. (the “Board”) that she would not stand for
re-election to the Board at our 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”). Ms. Meyrowitz will remain on
the Board until the conclusion of the 2017 Annual Meeting. Our Board voted to reduce its size from 11 members to 10 members,
effective upon Ms. Meyrowitz’s departure.

iiPART III
Certain information required by Part III is omitted from this which we will file with the Securities and Exchange Commission
Annual Report on Form 10-K and incorporated herein by not later than 120 days after the end of the fiscal year covered
reference to the definitive proxy statement with respect to our by this Report.
2017 Annual Meeting of Stockholders (the “Proxy Statement”),
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND

Certain information required by this Item is contained under the We have adopted a written code of ethics, the Staples Code
heading “Executive Officers of the Registrant” in Part I of this of Conduct, that applies to our principal executive officer,
Annual Report on Form 10-K. Other information required by principal financial officer, and principal accounting officer or
this Item will appear under the headings “Election of Directors controller, or persons performing similar functions. Our Code
(Item 2 on the Proxy Card)” and “Corporate Governance” in of Conduct, which also applies to our directors and all of our
our Proxy Statement, which sections are incorporated herein officers and associates, can be found on our web site, which
by reference. is located at www.staples.com, and is also an exhibit to this
report. We intend to make all required disclosures concerning
The information required by this Item pursuant to Item 405 of any amendments to or waivers from our code of ethics by
Regulation S-K will appear under the heading “Section 16(a) filing a Form 8-K disclosing such waiver, or to the extent
Beneficial Ownership Reporting Compliance” in our Proxy permitted by applicable NASDAQ regulations, by posting such
Statement, which section is incorporated herein by reference. information in the Investor Information section of our web site.
ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item will appear under the and Insider Participation” and “Compensation Committee
headings “Corporate Governance”, “Director Compensation”, Report” in our Proxy Statement, which sections are
and “Executive Compensation and Compensation Discussion incorporated herein by reference.
and Analysis” including “Compensation Committee Interlocks
ITEM 12. SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item will appear under the headings “Beneficial Ownership of Common Stock” and “Equity
Compensation Plan Information at 2016 Fiscal Year End” in our Proxy Statement, which sections are incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will appear under the headings “Certain Relationships and Related Party Transactions” and
“Director Independence” in our Proxy Statement, which sections are incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will appear under the heading “Independent Registered Public Accounting Firm’s Fees” in our
Proxy Statement, which section is incorporated herein by reference.
STAPLES 19
PART III
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT

SCHEDULES
(a) Index to Consolidated Financial Statements: The following •
Consolidated Statements of Cash Flows - Fiscal
financial statements and schedules of Staples, Inc. are years ended January 28, 2017, January 30, 2016 and
included as Appendix C of this Report: January 31, 2015; and
1. Financial Statements. • Notes to Consolidated Financial Statements.
• Consolidated Balance Sheets - January 28, 2017 and 2. Financial Statement Schedules.
January 30, 2016;
• Schedule II—Valuation and Qualifying Accounts.
•
Consolidated Statements of Income - Fiscal years
ended January 28, 2017, January 30, 2016 and All schedules for which provision is made in the applicable
January 31, 2015; accounting regulations of the Securities and Exchange
Commission other than the one listed above are not required
•
Consolidated Statements of Comprehensive Income - under the related instructions or are not applicable and,
Fiscal years ended January 28, 2017, January 30, 2016 therefore, have been omitted.
and January 31, 2015;
3. Exhibits. The exhibits which are filed or furnished with
• Consolidated Statements of Stockholders’ Equity - Fiscal this report or which are incorporated herein by reference are
years ended January 28, 2017, January 30, 2016 and set forth in the Exhibit Index beginning on page D-1, which is
January 31, 2015; incorporated herein by reference.
ITEM 16. FORM 10-K SUMMARY

Not applicable.

iiSIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on March 9, 2017.
STAPLES, INC.
By: /s/ SHIRA D. GOODMAN
Shira D. Goodman,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature Capacity Date

/s/ SHIRA D. GOODMAN Director and President and Chief Executive Officer March 9, 2017
Shira D. Goodman (Principal Executive Officer)
/s/ DREW G. FAUST Director March 9, 2017

Drew G. Faust
/s/ CURTIS FEENY Director March 9, 2017

Curtis Feeny
/s/ PAUL-HENRI FERRAND Director March 9, 2017

Paul-Henri Ferrand
/s/ DEBORAH HENRETTA Director March 9, 2017

Deborah Henretta
/s/ KUNAL S. KAMLANI Director March 9, 2017

Kunal S. Kamlani
/s/ JOHN F. LUNDGREN Director March 9, 2017

John F. Lundgren
/s/ CAROL MEYROWITZ Director March 9, 2017

Carol Meyrowitz
/s/ ROBERT E. SULENTIC Director and Chairman of the Board March 9, 2017
Robert E. Sulentic
/s/ VIJAY VISHWANATH Director March 9, 2017

Vijay Vishwanath
/s/ PAUL F. WALSH Director March 9, 2017

Paul F. Walsh
/s/ CHRISTINE T. KOMOLA Executive Vice President and Chief Financial Officer March 9, 2017
Christine T. Komola (Principal Financial Officer)
/s/ MARK CONTE Senior Vice President and Corporate Controller March 9, 2017
Mark Conte (Principal Accounting Officer)
STAPLES 21
iiAppendix A
STAPLES, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Dollar Amounts in Millions, Except Store and Per Share Data)
Fiscal Year Ended

January 28, January 30, January 31, February 1, February 2,
2017 (1) 2016 (1) 2015 (1) 2014 (2) 2013 (3)
(52 Weeks) (52 Weeks) (52 Weeks) (52 Weeks) (53 Weeks)
Statement of Income Data:
Sales $18,247 $18,764 $19,684 $20,180 $21,133
Gross profit 4,758 4,907 5,038 5,265 5,661
(Loss) income from continuing operations $(459) $462 $125 $736 $793
(Loss) income from discontinued operations (1,038) (83) 10 (116) (1,004)
Net (loss) income $(1,497) $379 $135 $620 $(211)
Basic earnings per common share:

Continuing operations $(0.71) $0.71 $0.19 $1.13 $1.19
Discontinued operations (1.60) (0.12) 0.02 (0.18) (1.50)
Consolidated operations $(2.31) $0.59 $0.21 $0.95 $(0.31)
Diluted earnings per common share:

Continuing operations $(0.71) $0.71 $0.19 $1.12 $1.19
Discontinued operations (1.60) (0.12) 0.02 (0.18) (1.50)
Consolidated operations $(2.31) $0.59 $0.21 $0.94 $(0.31)
Dividends declared per common share $0.48 $0.48 $0.48 $0.48 $0.44
Statistical Data:
Stores open at end of period 1,583 1,629 1,699 1,887 1,932
Balance Sheet Data:

Working capital (4) $1,934 $1,587 $1,410 $1,460 $2,300
Total assets 8,271 10,172 10,308 11,175 12,280
Long-term debt, net of current maturities (4) 529 1,016 1,018 1,000 1,000
Noncontrolling interests 8 8 8 9 8
Total stockholders’ equity $3,696 $5,384 $5,313 $6,141 $6,136
(1) See the reconciliation of GAAP to non-GAAP income from continuing operations in Management’s Discussion and Analysis
of Financial Condition and Results of Operations for the impact of certain items of income or loss reflected in this period.
(2) Income from continuing operations for this period reflects pre-tax charges of $20 million for restructuring activities related to
streamlining the Company’s operations and general and administration functions.
(3) Income from continuing operations for this period reflects pre-tax charges of $6 million for impairment of long-lived assets,
$38 million for restructuring activities, $57 million for a loss on early extinguishment of debt, $26 million related to the
termination of the Company’s joint venture agreement in India, and $20 million for accelerated intangible asset amortization.
(4) Balances exclude discontinued operations.
A-1 STAPLES Form 10-K

iiAPPENDIX B
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL
Our fiscal year is the 52 or 53 weeks ending on the Saturday closest to January 31. Fiscal year 2016 (“2016”) consisted of the
52 weeks ended January 28, 2017, fiscal year 2015 (“2015”) consisted of the 52 weeks ended January 30, 2016 and fiscal year
2014 (“2014”) consisted of the 52 weeks ended January 31, 2015.
NEW BUSINESS SEGMENTS

As part of Staples’ 20/20 strategic plan, during the fourth Also during the fourth quarter of 2016, we completed the
quarter of 2016 we realigned our business segments to sale of our retail stores business in the United Kingdom (“UK
support growth and better address the changing needs of Retail”), and classified our remaining European operations
our customers. Under the new structure, the North American (“European Operations”) as held for sale. As a result, UK Retail
Delivery segment includes Staples Business Advantage, our and the European Operations are presented in discontinued
contract operations in the U.S. and Canada, as well as our operations, and our remaining international businesses will no
Quill.com business and our Staples.com and Staples.ca longer be included in a reportable segment. The sale of our
businesses in the U.S. and Canada. The North American Retail European Operations was completed on February 27, 2017.
segment includes our retail stores in the U.S. and Canada. See Note D - Discontinued Operations in the Notes to the
Consolidated Financial Statements for more information.
RESULTS OF OPERATIONS
Major contributors to our 2016 results of continuing operations, • Loss from continuing operations for 2016 reflects pre-
as compared to the results for 2015, are reviewed in detail tax charges of $1.2 billion for impairment of goodwill and
in the Consolidated Performance and Segment Performance long-lived assets, merger-related costs, restructuring-
discussions and are summarized below: related charges, legal fees, and a net loss on the sale of
businesses and assets;
• We generated $18.2 billion in sales, a decrease of 2.8%;
•
Non-GAAP income from continuing operations was
•
North American Delivery sales decreased 0.9% and $586 million in 2016 compared with $598 million in
business unit income rate increased to 6.3% from 5.8%; 2015; and
•
North American Retail sales decreased 7.1% and • Earnings per diluted share from continuing operations was
business unit income rate decreased to 4.8% from 5.3%; $(0.71) in 2016 compared to $0.71 in 2015. Non-GAAP
earnings per diluted share from continuing operations
•
(Loss) income from continuing operations for 2016 was $0.90 in 2016 compared with $0.93 in 2015.
was a loss of $(459) million compared with income of
$462 million in 2015; See the non-GAAP reconciliations in the “Non-GAAP
Measures” section further below.
OUTLOOK
For the first quarter of 2017, we expect to achieve fully diluted Our guidance reflects the following material trends, events,
non-GAAP earnings per share for continuing operations in uncertainties and strategic actions:
the range of $0.15 to $0.18. Our earnings guidance excludes
potential charges related to our strategic plans, including •
We plan to accelerate growth in Staples Business
restructuring and related initiatives and charges related to Advantage, our North American contract business,
the sale of our European operations. For the full year 2017, where we have momentum and best in class offerings to
we expect to generate at least $500 million of free cash flow. build on. We plan to accelerate growth by focusing on
We provide earnings and cash flow guidance on a non-GAAP providing services and products beyond office supplies
basis only as we cannot predict certain elements which are and by targeting mid-market business customers.
included in reported GAAP results, as discussed below under
“Non-GAAP Measures.”
STAPLES B-1
APPENDIX B

Results of Operations (continued)
•
At the same time we are focused on maximizing • We plan to reduce end-to-end product costs, continue
profitability and reducing risk in our underperforming to evolve our promotional strategies, increase our
North American retail and international businesses. Our mix of Staples Brand products, drive savings in our
guidance assumes that we will close approximately 70 supply chain, eliminate fixed costs in our retail stores,
retail stores in North America in 2017. We will evaluate and generate additional efficiency savings across the
our remaining store portfolio on an ongoing basis as entire organization, which we expect will approximately
performance and market conditions change. $300 million of annualized pre-tax cost savings by the end
of 2018.
TERMINATION OF PROPOSED MERGER WITH

OFFICE DEPOT
On February 4, 2015, Staples announced that it had signed Commission’s request for a preliminary injunction against
a definitive agreement to acquire Office Depot, a global the proposed acquisition, and as a result Staples and Office
supplier of office products, services and solutions for the Depot terminated the merger agreement on May 16, 2016.
workplace. On December 7, 2015, the U.S. Federal Trade See Note Q - Termination of Merger Agreement with Office
Commission and Canadian Commissioner of Competition Depot in the Notes to the Consolidated Financial Statements
each filed lawsuits against the Company and Office Depot, for information related to costs associated with terminating the
seeking to block the proposed merger and prevent the merger agreement and interest and fees associated with the
acquisition from closing. On May 10, 2016, the U.S. District related financing agreements.
Court for the District of Columbia granted the Federal Trade
NON-GAAP MEASURES
In our analysis of the results of operations and in our outlook, year results and our operating plan, and to forecast and
we have referred to certain non-GAAP financial measures analyze future periods. We recognize there are limitations
for sales, net income, earnings per share, effective tax rate, associated with the use of non-GAAP financial measures as
and free cash flow (which we define as net cash provided by they may reduce comparability with other companies that use
operating activities less capital expenditures). The presentation different methods to calculate similar non-GAAP measures.
of these results should be considered in addition to, and We generally compensate for these limitations by considering
should not be considered superior to, or as a substitute for, GAAP as well as non-GAAP results. In addition, management
the presentation of results determined in accordance with provides a reconciliation to the most comparable GAAP
GAAP. We believe that these non-GAAP financial measures financial measure, other than financial guidance which is only
assist management and investors to analyze our performance provided on a non-GAAP basis given that potential charges to
by providing meaningful information that facilitates the be incurred related to the company’s strategic plans, including
comparability of underlying business results from period restructuring and related initiatives, and the potential related
to period. We use these non-GAAP financial measures to impact on cash flow, cannot be reasonably estimated.
evaluate the operating results of our business against prior
B-2 STAPLES Form 10-K

APPENDIX B

For the non-GAAP measures related to results of operations, reconciliations to the most directly comparable GAAP measures are
shown below (amounts in millions, except per share data):
52 Weeks Ended
January 28, 2017
Impairment Costs related
of goodwill Merger- Loss on sale to restructuring
and long- related of businesses and strategic
GAAP lived assets costs and assets, net Litigation plans Non-GAAP
Gross profit $4,758 $— $— $— $— $4 $4,762
Operating (loss) income (264) 783 272 55 14 45 905
Interest and other expense, net 62 (37) 25
Loss on early extinguishment of debt 26 (26) —
(Loss) income from continuing
operations before income taxes (352) 880
Income tax expense 107 107
Adjustments — 187
Adjusted income tax expense 107 294
(Loss) income from continuing operations $(459) $586
Effective tax rate (30.5)% 33.5%
(Loss) income from continuing
operations per common share:
Diluted earnings per common share $(0.71) $0.90
Weighted average common
shares outstanding 649 649
Effect of dilutive securities — 4
Weighted average common shares
outstanding assuming dilution 649 653
52 Weeks Ended
January 30, 2016
Impairment of PNI data
long-lived assets Merger- security
Restructuring and accelerated Loss on sale related incident
GAAP charges depreciation of assets, net costs costs Non-GAAP
Operating income $713 $105 $39 $5 $53 $18 $933
Interest and other expense, net 149 — — — 94 — 55
Income from continuing operations
before income taxes 564 878
Income taxes 102 102
Adjustments — 178
Adjusted income taxes 102 280
Income from continuing operations $462 $598
Effective tax rate 18.1% 31.8%
Diluted earnings per common share $0.71 $0.93
STAPLES B-3
APPENDIX B

52 Weeks Ended
January 31, 2015
Gain on
Impairment of sale of
Inventory Restructuring Accelerated goodwill and businesses,
GAAP write-downs charges depreciation long-lived assets net Non-GAAP
Gross profit $5,038 $26 $— $— $— $— $5,064
Operating income 296 26 158 8 469 (29) 928
Interest and other expense, net 43 43
Income from continuing
operations before income taxes 253 885
Income tax expense 128 128
Adjustments — 160
Adjusted income taxes 128 288
Income from continuing operations $125 $597
Effective tax rate 50.9% 32.6%
Diluted earnings per common
share from continuing operations $0.19 $0.92
Reconciliation of GAAP to Non-GAAP Sales Growth

North American Delivery Comparable Sales Growth
Fourth quarter
of Fiscal 2016 Fiscal Year 2016
GAAP sales growth (1.2)% (0.9)%
Impact of foreign exchange 0.2% (0.1)%
Impact of divestitures (3.5)% (2.0)%
Impact of acquisitions 0.9% 0.3%
Comparable sales growth 1.2% 0.9%
Note that certain percentage figures shown in the tables above may not recalculate due to rounding.

APPENDIX B

CONSOLIDATED PERFORMANCE
2016 Compared with 2015
Sales: Sales for 2016 were $18.2 billion, a decrease of 2.8% (Loss) Gain on Sale of Businesses and Assets, net: See
from 2015. The sales decline was primarily driven by a 5% Note E - Sale of Businesses and Assets in the Notes to the
decline in comparable store sales in North American Retail, Consolidated Financial Statements for information related to
the unfavorable impact from the divestiture of our Staples gains and losses related to the sale of businesses and other
Print Solutions business (“SPS”) in the second quarter of assets in 2016 and 2015.
2016, and approximately a 1% negative impact associated
with store closures, partly offset by comparable sales Interest Expense: Interest expense decreased to $81 million
growth in North American Delivery. Declines in ink and toner, for 2016 from $139 million for 2015. Interest expense during
business machines and technology accessories, tablets and 2016 and 2015 reflected interest and fees of $39 million and
supplies were partly offset by growth in facilities supplies, $94 million, respectively, related to financing arrangements
food and breakroom supplies, computers and print and associated with our proposed acquisition of Office Depot.
marketing services. See Note Q - Termination of Merger Agreement with Office
Depot in the Notes to the Consolidated Financial Statements
Gross Profit: Gross profit as a percentage of sales was 26.1% for additional information.
for 2016 compared to 26.2% for 2015. The slight decrease
was primarily due to growth in low margin offerings in China Other Income (Expense), Net: Other income (expense), net
and an unfavorable impact of lower sales on fixed expenses in was income of $13 million for 2016 compared to expense
U.S. Retail, mostly offset by improved product margin rates in of $(13) million for 2015. The change was primarily driven
both North American Retail and North American Delivery. by $14 million of investment income associated with our
supplemental executive retirement plan realized in 2016,
Selling, General and Administrative Expenses: Selling, compared with $9 million of investment losses recognized
general and administrative expenses in 2016 decreased by in 2015.
$148 million or 3.7% from 2015. The decrease was driven by
a reduction in compensation due to headcount reductions, Income Taxes: Our effective tax rate was (30.5)% in 2016
lower legal and integration planning costs as a result of the compared to 18.1% for 2015. The primary driver of the lower
terminated merger with Office Depot, and reduced marketing rate in 2015 compared with 2016 is that in 2015 we recognized
expense. These reductions were partially offset by increased a $60 million reduction in our liability for unrecognized tax
professional service fees and higher incentive compensation. benefits, primarily due to the expiration of statutes of limitations.
Selling, general and administrative expenses in 2016 includes Excluding the impact of items shown in the tables included
$22 million in legal and professional services costs associated above in the “Non-GAAP Measures” section, our non-GAAP
with our planned acquisition of Office Depot and $14 million effective tax rate was 33.5% in 2016 and 31.8% in 2015. The
in costs associated with litigation (see Note I - Commitments increase in our non-GAAP effective tax rate in 2016 compared
and Contingencies in the Notes to the Consolidated Financial with the prior year is primarily due to changes in the geographic
Statements for additional information). Selling, general and mix of earnings.
administrative expenses in 2015 reflect $53 million in legal
and professional services costs associated with our planned See Note J - Income Taxes in the Notes to the Consolidated
acquisition of Office Depot, $18 million of costs related to Financial Statements for a reconciliation of the federal
the PNI data security incident, and $5 million of accelerated statutory tax rate to our effective tax rates in 2016 and 2015
depreciation. As a percentage of sales, selling, general and and for information relating to the undistributed earnings of our
administrative expenses were 21.1% in 2016 compared to foreign subsidiaries.
21.3% for 2015.
Our effective tax rate in any year is impacted by the geographic
Impairment of Goodwill and Long-Lived Assets: See mix of earnings. Additionally, certain foreign operations are
Note C - Goodwill and Long-Lived Assets in the Notes to the subject to both U.S. and foreign income tax regulations, and
Consolidated Financial Statements for information related to as a result, income before tax by location and the components
the impairment charges in 2016 and 2015. of income tax expense by taxing jurisdiction are not directly
related. The earnings generated primarily by our entities in
Restructuring Charges: See Note B - Restructuring Charges Canada contribute to the foreign tax rate differential impacting
in the Notes to the Consolidated Financial Statements for the effective tax rate in 2016 and 2015.
information related to the restructuring charges in 2016
and 2015.
STAPLES B-5
APPENDIX B


Sales: Sales for 2015 were $18.8 billion, a decrease of 4.7% Impairment of Goodwill land Long-Lived Assets: See
from 2014. The sales decrease was primarily driven by a 3% Note C - Goodwill and Long-Lived Assets in the Notes to the
unfavorable impact from changes in foreign exchange rates Consolidated Financial Statements for information relating to
and a 2% negative impact associated with store closures. the impairment charges in 2015 and 2014.
Comparable store sales in North American Retail declined
4%, while sales for North American Delivery increased 1% in Restructuring Charges: See Note B - Restructuring Charges
both U.S. dollars and local currency. Declines in computers in the Notes to the Consolidated Financial Statements for
and mobility, business machines and technology accessories, information relating to restructuring charges recorded in 2015
and ink and toner were partly offset by growth in facilities and 2014.
supplies, print and marketing services, breakroom supplies
and furniture. (Loss) Gain on Sale of Businesses and Assets, net: See
Note E - Sale of Businesses and Assets in the Notes to the
Gross Profit: Gross profit as a percentage of sales was 26.2% Consolidated Financial Statements for information related to
for 2015 compared to 25.6% for 2014. The increase was gains and losses related to the sale of businesses and other
primarily driven by improved product margin rates in North assets in 2015 and 2014.
American Retail and Quill.com. The increase also reflects the
impact of $26 million of inventory write-downs in 2014 related Interest Expense: Interest expense increased to $139 million
to the rationalization of our SKU assortment and the closure of for 2015 from $48 million for 2014. The increase was driven
North American retail stores, which compares with a $1 million by $94 million of fees related to term loan financing for our
write-down in 2015. The favorable impact of these factors was planned acquisition of Office Depot. See Note Q - Termination
partially offset by the impact of increased logistics expenses of Merger Agreement with Office Depot in the Notes to the
for North American Retail. Consolidated Financial Statements for additional information.
Selling, General and Administrative Expenses: Selling, Other Income (Expense), Net: Other income (expense), net
general and administrative expenses in 2015 decreased by was expense of $13 million for 2015 compared to income of
$103 million or 2.5% from 2014. The decrease was driven $3 million for 2014. The expense in 2015 reflects investment
by a reduction in compensation, largely due to headcount losses associated with our supplemental executive retirement
reductions associated with store closures and reduced plan, while 2014 reflects investment income. The expense in
incentive compensation, as well as a favorable impact from 2015 also reflects the impact of foreign exchange losses.
changes in foreign exchange rates. The impact of these items
was partially offset by increased professional, consulting and Income Taxes: Our tax rate related to continuing operations
legal expenses. was 18.1% in 2015 compared to 50.9% for 2014. The low tax
rate in 2015 is primarily attributable to a $60 million reduction
Selling, general and administrative expenses in 2015 includes in the liability for unrecognized tax benefits. The relatively
$53 million in legal and professional services costs associated high tax rate for 2014 primarily reflected the impact of certain
with our planned acquisition of Office Depot and $18 million non-deductible charges (see non-GAAP reconciliation table
of costs associated with the PNI data security incident (See above). Excluding the impact of these items, our effective tax
Note I - Commitments and Contingencies in the Notes to the rate in 2014 was 32.6%.
Consolidated Financial Statements for additional information).
Selling, general and administrative expenses also reflects See Note J - Income Taxes in the Notes to the Consolidated
accelerated depreciation of $5 million in 2015 and $9 million in Financial Statements for a reconciliation of the federal
2014 primarily related to our initiatives to improve efficiencies statutory tax rate to our effective tax rates in 2015 and 2014
in our North American delivery fulfillment operations. As and for information relating to the undistributed earnings of our
a percentage of sales, selling, general and administrative foreign subsidiaries.
expenses increased to 21.3% in 2015 compared to 20.8% for
2014, reflecting the negative impact of lower sales.

APPENDIX B

SEGMENT PERFORMANCE
We have two reportable segments: North American Delivery and a reconciliation of total business unit income to income
and North American Retail. Other includes our businesses (loss) from continuing operations before income taxes in
in Australia, Asia, and South America. The following tables Note O - Segment Reporting in the Notes to the Consolidated
provide a summary of our sales and business unit income by Financial Statements.
reportable segment. See additional geographic information
2016 Increase 2015 Increase

(Amounts in millions) (Decrease) (Decrease)
Sales: 2016 2015 2014 From Prior Year From Prior Year
North American Delivery $10,636 $10,731 $10,664 (0.9)% 0.6%
North American Retail 6,662 7,169 8,055 (7.1)% (11.0)%
Other 949 864 965 9.7% (10.4)%
Total sales $18,247 $18,764 $19,684 (2.8)% (4.7)%
(Amounts in millions)
2016 2015 2014
Business Unit Income: 2016 2015 2014 % of Sales % of Sales % of Sales
North American Delivery $672 $621 $595 6.3% 5.8% 5.6%
North American Retail 317 379 432 4.8% 5.3% 5.4%
Other (11) (16) (35) (1.2)% (1.8)% (3.6)%
North American Retail Store Activity

Stores Open at Stores Open at
Year Beginning of Period Stores Opened Stores Closed End of Period
2015 1,679 1 73 1,607
2016 1,607 — 48 1,559
North American Delivery

Sales decreased by $95 million or 0.9% for 2016 compared Business unit income as a percentage of sales was 6.3% in
to 2015. The decrease was primarily due to the divestiture of 2016 compared to 5.8% for 2015. The increase was primarily
SPS in the second quarter of 2016 and a decline in sales of ink driven by lower compensation expense, increased gross
and toner, tablets and office supplies. These decreases were margin rate, and lower marketing expense in staples.com and
partially offset by increased sales of facilities supplies, food quill.com, partially offset by increased incentive compensation
and breakroom supplies and computers. Sales in 2016 were and delivery expense.
also favorably impacted by the acquisition of Capital Office
Products, an independent regional office products dealer,
early in the fourth quarter of 2016. Excluding the impact of
divestitures and acquisitions and changes in foreign exchange
rates, comparable sales for North American Delivery increased
1% compared with 2015.

Sales increased 0.6% for 2015 compared to 2014. The Business unit income as a percentage of sales was 5.8% for
increase was primarily due to increased sales of facilities 2015 and 5.6% for 2014. The increase was primarily driven
supplies, food and breakroom supplies, promotional products, by increased gross margin rate, lower marketing expense in
and furniture. This was partially offset by a 1% negative impact quill.com, and lower customer service expense, partially offset
from changes in foreign exchange rates, decreased sales of by continued investments in sales force to drive growth in
ink and toner, tablets and paper. categories beyond office supplies.
STAPLES B-7
APPENDIX B

North American Retail

Sales decreased by $507 million or 7.1% for 2016 compared to Business unit income as a percentage of sales was 4.8%
2015. The decrease was driven by a 5% decline in comparable for 2016 and 5.3% for 2015. The decrease was driven by
store sales primarily resulting from lower customer traffic and an unfavorable impact of lower sales on fixed expenses,
an approximate 2% unfavorable impact from store closures. partly offset by increased product margin rate and reduced
Declines in business machines and technology accessories, marketing expense.
ink and toner and tablets were partially offset by increased
sales of print and marketing services and facilities supplies.

Sales decreased 11.0% for 2015 compared to 2014. The Business unit income as a percentage of sales decreased to
decrease was driven by approximately a 5% unfavorable 5.3% for 2015 from 5.4% for 2014. The negative impact of
impact from store closures, a 4% decline in comparable store lower sales on fixed expenses was partially offset by increased
sales resulting from a lower average order size and lower product margin rate, reduced labor primarily as a result of
customer traffic and a 3% negative impact from changes in store closures and lower incentive compensation expense.
foreign exchange rates. Declines in computers and mobility,
and business machines and technology accessories were
partially offset by increased sales of print and marketing
services, and facilities supplies.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT

ESTIMATES
Our financial statements have been prepared in accordance Amounts expected to be received from vendors that relate to
with U.S. GAAP and are based on the application of significant the purchase of merchandise inventories are recognized as
accounting policies (see Note A - Summary of Significant a reduction of inventory cost and realized as part of cost of
Accounting Policies in the Notes to the Consolidated Financial goods sold as the merchandise is sold. Amounts that represent
Statements). Preparation of these statements requires reimbursement for specific, incremental costs we incur related
management to make significant judgments and estimates. to selling a vendor’s products, such as advertising, are
We believe that the following are the most critical judgment recorded as an offset to those costs when they are recognized
areas in the application of our accounting policies that currently in our consolidated statement of income. Several controls are
affect our financial condition and results of operations. in place, including direct confirmation with vendors, which we
believe allows us to monitor that these amounts are recorded
Inventory: We record inventory at the lower of weighted- in accordance with the terms of the contracts.
average cost or market value. We reserve for obsolete,
overstocked and inactive inventory based on the difference Past experience has shown little variability in purchase and
between the weighted-average cost of the inventory and the advertising rebate estimates, no collectibility issues and no
estimated market value using assumptions of future demand significant write-off history. Given the historical accuracy of
and market conditions. To estimate the required reserve, we our estimates, we believe that a significant change in our
consider factors such as age of the inventory, the nature of estimates is not likely.
the products, the quantity of items on-hand relative to sales
trends, current market prices and trends in pricing, our ability Impairment of Goodwill: See our accounting policy related
to use excess supply in another channel, historical write-offs, to testing goodwill for impairment in Note A - Summary of
expected residual values or other recoveries, contractual terms Significant Accounting Policies in the Notes to the Consolidated
related to and historical experience with returns to vendors, and Financial Statements.
new product introductions and other developments in industry.
If actual demand or market conditions are less favorable than As noted in Note O - Segment Reporting, in the fourth quarter
those projected by management, additional reserves may be of 2016 we changed our reportable segments as a result of an
required. However, past experience has shown little variability organizational realignment related to our 20/20 strategic plan.
in reserve estimates, and we do not believe that deviations The realignment also resulted in changes for our reporting
from our current estimates and assumptions will have a units. For our annual goodwill impairment test performed in
material impact upon our financial statements in the future. the fourth quarter of 2016, we first performed a test based on
the preexisting reporting unit structure, and then to the extent
Purchase and Advertising Rebates: We earn rebates from our goodwill balances remained after that test, we performed a
vendors, which are based on various quantitative contract second test based on the new reporting unit structure.
terms that can be complex and subject to interpretation.

APPENDIX B

We recognized goodwill impairment charges totaling • Deterioration in macroeconomic or industry conditions
$1.4 billion in 2016. Of this amount, $630 million was
recorded in the second quarter of 2016 in connection with • A failure to manage our businesses successfully
an interim impairment test for our Europe Delivery reporting
unit (and is reflected in results of discontinued operations in • A sustained and significant decline in our stock price
the consolidated statement of income), and $748 million was
recorded in the fourth quarter of 2016 in connection with our Impairment of Long-Lived Assets: We evaluate long-lived
annual impairment test (charges include $628 million related assets for impairment on a held-for-use basis whenever events
to our US Stores & Online reporting unit, $72 million related and circumstances indicate that the carrying value of an asset
to our China reporting unit, and $48 million related to our may not be recoverable. In 2016 we recorded impairment
Australia reporting unit). We had previously disclosed that charges related to assets held for use of $35 million related
these reporting units were at an increased risk of a future to assets at North American retail stores, $27 million related
impairment charge. Our goodwill impairment testing during to assets at European retail stores, and $30 million related to
2016 incorporated a significant amount of judgment on the a customer-based intangible asset in Europe. The charges
part of management, including significant estimates and related to Europe are reflected in results of discontinued
assumptions relating to identification of interim impairment operations in the consolidated statement of income.
indicators. See Note C - Goodwill and Long-Lived Assets in
the Notes to the Consolidated Financial Statements for the key Our policy is to evaluate long-lived assets for impairment at the
factors underlying these charges. lowest level for which there are clearly identifiable cash flows
that are largely independent of the cash flows of other assets
In the first step of the impairment test, we determined the and liabilities. Recoverability is measured based upon the
fair value of our reporting units using a combination of the estimated undiscounted cash flows expected to be generated
income and market approaches, specifically the discounted from the use of an asset plus any net proceeds expected
cash flow (“DCF”) and guideline public company methods. to be realized upon its eventual disposition. Our cash flow
Key judgments made by management in step one included projections are based on historical cash flows and our latest
developing long-term projections for rates of sales growth and forecasts and projections. An impairment loss is recognized if
profitability, selection of guideline companies and appropriate an asset’s carrying value is not recoverable and if it exceeds
market multiples, and discount rates. The fair values of our its fair value.
reporting units are based on underlying assumptions that
represent our best estimates. Many of the factors used in We estimate the undiscounted cash flows that will be
assessing fair value are outside of the control of management. generated over the asset’s remaining useful life, or, in the case
To validate the reasonableness of our reporting units’ of an asset group, over the remaining useful life of the primary
estimated fair values, we reconcile the aggregate fair values of asset from which the group derives its cash flow generating
our reporting units to our total market capitalization. capacity. Upon the occurrence of indicators of impairment,
we reassess the remaining useful life of the asset or primary
In the second step of the impairment test, we assigned asset in the case of an asset group. The projections, estimates
the reporting unit’s fair value to its individual assets and and assumptions reflected in our long-lived asset impairment
liabilities, including any unrecognized assets or liabilities, in a testing require a significant degree of judgment on the part
hypothetical analysis that calculates the implied fair value of of management.
goodwill in the same manner as if the reporting unit was being
acquired in a business combination. If the implied fair value For retail store impairment testing, in general we consider the
of the reporting unit’s goodwill is less than the carrying value, individual store to be the lowest level at which to test store
the difference is recorded as an impairment charge. The fair assets for impairment. For stores that have been approved for
value estimates incorporated in step two for intangible assets closure, we estimate future cash flows to be generated by the
were primarily based on the income approach, specifically the stores through their planned closure dates. For other stores,
multi-period excess earnings and relief from royalty methods. we estimate future cash flows over the stores’ remaining
For real property, we used a combination of the income and lease terms, or if the store is owned, over the remaining
market approaches to determine fair value. For leasehold depreciable life of the building. Forecasting future sales and
interests, we used the income approach to determine fair profitability for an individual store, in some cases over long
value. Key judgments made by management in step two of periods, requires a significant amount of judgment. If actual
the impairment test included customer attrition rates, market- results are less favorable than management’s projections,
based royalty rates, and market comparables for real property estimates and assumptions, additional write-offs in the future
and leasehold interests. may be necessary.
As of the end of 2016, we had $1.3 billion of goodwill For stores or other assets that failed the recoverability test,
remaining on our balance sheet, which primarily relates to our we measured the fair value of the impaired assets using
North American Delivery reporting unit. In connection with our the income approach, specifically the discounted cash flow
impairment testing in the fourth quarter of 2016, we concluded method, which incorporated Level 3 inputs as defined in
that the fair value of the North American Delivery reporting unit Accounting Standards Codification (“ASC”) Topic 820 Fair
exceeded its carrying value by a significant amount (under Value Measurement (“ASC Topic 820”). We considered the
both the preexisting and new reporting unit structures). The expected net cash flows to be generated by the use of the
following are key factors that could potentially result in future assets over the remaining useful life of the primary asset, as
impairment charges for these reporting units: well as the expected cash proceeds from the disposition of
the assets, if any.
STAPLES B-9
APPENDIX B

Income Taxes: The amount of income taxes we pay is subject tax liabilities due to closure of income tax examinations,
to ongoing audits by federal, state and foreign tax authorities, new regulatory or judicial pronouncements, the expiration of
which may result in proposed assessments. Our estimate for statutes of limitations, or other relevant events. As a result, our
the potential outcome for any uncertain tax issue is highly effective tax rate may fluctuate significantly on a quarterly and
judgmental. We assess our income tax positions and record annual basis.
tax benefits for all years subject to examination based upon
our evaluation of the facts, circumstances and information We record deferred income tax assets for timing differences
available at the reporting date. For those tax positions related to tax payments. We record a valuation allowance to
for which it is more likely than not that a tax benefit will be reduce our deferred income tax assets to the amount that
sustained, we record the largest amount of tax benefit likely of is more likely than not to be realized. We have considered
being realized upon settlement with a taxing authority that has estimated future taxable income and ongoing tax planning
full knowledge of all relevant information. Interest is accrued, strategies in assessing the amount needed for the valuation
where applicable. We recognize net tax-related interest and allowance. If actual results differ unfavorably from those
penalties in income tax expense. If we do not believe that estimates used, we may not be able to realize all or part of our
it is more likely than not that a tax benefit will be sustained, net deferred tax assets and additional valuation allowances
no tax benefit is recognized. However, our future results may may be required.
include favorable or unfavorable adjustments to our estimated
DEFINITION OF COMPARABLE SALES

Comparable sales represents a comparison of sales in the current period with sales in the corresponding period in the prior year
excluding the impact of acquisitions, divestitures, store closures, and foreign currency translation.
DEFINITION OF COMPARABLE STORE SALES

Comparable store sales represents a comparison of sales for new location are compared with the sales for the old location;
a particular store in the current period with sales for that same otherwise, the old location is treated as a closure and the new
store in the corresponding period in the prior year. Stores location is treated as an opening of a new store. For foreign
become comparable as of the beginning of the 13th full fiscal locations, comparable stores sales exclude the impact of
month in which they are open. For stores that we close, the foreign currency translation. Comparable store sales figures
stores remain comparable through their last full fiscal monthly exclude online sales. Transactions at in-store kiosks are
period of sales. For relocations, if the new store location opens included in comparable store sales if payment is made through
within four days of the closure of the old location, and within the Company’s point-of-sale systems.
a five mile radius of the old location, then the sales for the
RECENTLY ADOPTED ACCOUNTING

PRONOUNCEMENTS
See Note A - Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements for a summary of
recently adopted accounting pronouncements.
LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
2016 Compared to 2015
Cash provided by operations was $934 million for 2016 the $250 million merger termination fee to Office Depot, and
compared to $978 million for 2015, a decrease of $44 million. the payment of $88 million of interest and fees related to the
The decrease was primarily driven by unfavorable changes financing agreements associated with the proposed merger,
in operating assets and liabilities, partly offset by increased partly offset by approximately $130 million of cash savings
net income adjusted for non-cash and non-operating items. attributable to tax benefits related to these items.
Cash provided by operations for 2016 reflects the payment of

APPENDIX B

Cash used in investing activities was $311 million for 2016 acquisition of Office Depot, we transferred $66 million of
compared to $374 million for 2015, a decrease of $63 million. cash into escrow accounts, which was disbursed directly
Capital spending decreased by $126 million year-over-year, to the lenders and underwriters as payment of interest and
resulting from narrowing our focus for spending on strategic fees incurred.
priorities and timing of expenditures. In 2016 we received a net
$83 million of cash related to the sale of SPS, which was partly Cash used in financing activities was $318 million for 2016
offset by the impact of a $28 million outflow related to cash compared to $378 million for 2015, a decrease of $60 million.
on-hand at the time of the closing of the sale of our UK Retail The decrease was primarily attributable to higher debt
business. In 2016, we spent $44 million to acquire Capital repayments in 2015. We paid quarterly cash dividends of
Office Products, a component of our North American Delivery $0.12 per share in both 2016 and 2015 for an aggregate
segment, which compares with $22 million spent in 2015 to payment of $311 million in 2016 compared with $308 million
acquire three small businesses. Also in 2016, in connection in 2015.
with financing arrangements associated with our proposed
2015 Compared to 2014

Cash provided by operations was $978 million for 2015 2014 for the acquisition of two small businesses. In 2015 and
compared to $1.04 billion for 2014. The $65 million decrease 2014 we received net proceeds of $29 million and $64 million,
was driven by lower net income adjusted for non-cash respectively, related to the sale of businesses and other assets.
expenses, partly offset by favorable changes in operating
assets and liabilities. Cash used in financing activities was $378 million for 2015
compared to $493 million for 2014, a decrease of $115 million.
Cash used in investing activities was $374 million for 2015 As a result of cash planning related to our proposed acquisition
compared to $375 million for 2014, a decrease of $1 million. of Office Depot, we did not repurchase any shares under our
Capital spending increased by $20 million year-over-year, share repurchase plan in 2015, whereas in 2014 we spent
primarily due to investments in our online businesses and $189 million to repurchase 15.3 million shares. We paid
investments aimed at improving the productivity of existing quarterly cash dividends of $0.12 per share in both 2015
stores. In 2015, we spent a net $22 million to acquire three and 2014 for an aggregate payment of $308 million in 2015
small businesses, which compares with $78 million spent in compared with $307 million in 2014.
Contractual Obligations and Commercial Commitments

A summary, as of January 28, 2017, of our contractual obligations and balances available under credit agreements is presented
below (amounts in millions). The amounts relate to continuing operations unless otherwise noted.
Total Payments Due By Period

Contractual Obligations and Commercial Available Outstanding Less than More than
Commitments (1)(2)(6) Credit Obligations 1 Year 1-3 Years 3-5 Years 5 Years
January 2018 Notes (5) $— $500 $500 $— $— $—
January 2023 Notes (5) — 500 — — — 500
November 2021 Revolving Credit Facility 1,000 — — — — —
Other lines of credit 76 1 1 — — —
Other notes and capital leases — 51 21 29 1 —
Total (5) $1,076 $1,052 $522 $29 $1 $500
Interest payments — $145 $36 $44 $44 $21
Operating leases (3)
Continuing operations — 2,024 559 780 427 258
Discontinued operations (7) — 202 47 67 39 49
Purchase obligations (4)
Continuing operations — 460 264 113 51 32
Discontinued operations — 6 5 1 — —
Total $1,076 $3,889 $1,433 $1,034 $562 $860
(1) See Note J - Income Taxes in the Notes to the Consolidated Financial Statements for information related to our unrecognized
tax benefits.
(2) The above table excludes expected future contributions to our pension and post-retirement benefit plans. See Note L -
Pension and Other Post-Retirement Benefit Plans in the Notes to the Consolidated Financial Statements for details about
these future contributions.
STAPLES B-11
APPENDIX B

(3) The operating lease payments reported above do not include common area maintenance or real estate taxes, which are
expected to approximate 30% of the related operating lease payments. Utility costs related to leased facilities have also
been excluded from this table because the payments do not represent contractual obligations until the services have been
provided. Future annual minimum payments include restructuring-related obligations as of January 28, 2017.
(4) Many of our purchase commitments may be canceled by us without advance notice or payment, and we have excluded such
commitments, along with intercompany commitments. Contracts that may be terminated by us without cause or penalty but
require advance notice for termination are valued on the basis of an estimate of what we would owe under the contract upon
providing notice of termination.
(5) See Note G - Debt and Credit Agreements in the Notes to the Consolidated Financial Statements for information related to
our $500 million 2.75% senior notes due January 2018 (“January 2018 Notes”) and $500 million 4.375% senior notes due
January 2023 (“January 2023 Notes”). The amounts shown in the table above represent the par value of the debt obligations.
The funds provided by these issuances were used for general corporate purposes.
(6) As of January 28, 2017, Staples had open standby letters of credit totaling $89 million.
(7) Staples guarantees certain lease obligations of its divested retail business in the United Kingdom. The underlying lease
obligations are not reflected in the table above, since Staples is not the primary obligor for these leases. See Note D -
Discontinued Operations in the Notes to the Consolidated Financial Statements for additional information related to these
commitments.
There were no instances of default during 2016 under any of our debt agreements.
Off-Balance Sheet Financing Arrangements

We do not have any off-balance sheet financing arrangements as of January 28, 2017, nor did we utilize any during 2016.
Sources of Liquidity
To cover seasonal fluctuations in cash flows and to support which pursuant to an accordion feature may be increased to
our initiatives, we use cash generated from operations and $1.5 billion upon our request and the agreement of the lenders
borrowings available under various credit facilities and a participating in the increase. Amounts borrowed may be repaid
commercial paper program. As of January 28, 2017, we had and reborrowed from time to time until November 22, 2021.
$2.2 billion in total cash and funds available through credit The new credit facility replaces the credit agreement dated as
agreements, which consisted of $1.1 billion of available credit of May 31, 2013, which provided for a maximum borrowing
and $1.1 billion of cash and cash equivalents. of $1.0 billion and was due to expire in May 2018. As of
November 22, 2016, no borrowings were outstanding under
Of the $1.1 billion in cash and cash equivalents, approximately the prior credit agreement, and the Company did not borrow
$713 million is held at entities located in jurisdictions under the new credit facility during 2016. See Note G - Debt
outside the United States and for which there could be tax and Credit Agreements in the Notes to the Consolidated
consequences if such amounts were moved out of these Financial Statements for additional information related to our
jurisdictions or repatriated to the United States. Of the amount new credit facility.
held outside the United States, approximately $129 million
was disposed of in connection with the sale of a controlling We have a commercial paper program that allows us to issue
interest in our European operations on February 27, 2017 up to $1 billion of unsecured commercial paper notes from
(representing $182 million of cash on-hand, net of $53 million time to time, and for which our $1 billion revolving credit
of cash proceeds received from the buyer - see Note D - facility serves as a back-up. Borrowings outstanding under
Discontinued Operations). Certain of our foreign subsidiaries our commercial paper program reduce the borrowing capacity
may be able to remit cash to the United States in the future available under our revolving credit facility by a commensurate
without a tax cost. We currently intend to use most of any amount. The maximum amount outstanding under the
remaining cash and cash equivalents held outside of the United commercial paper program during 2016 was $188 million.
States to finance the obligations and current operations of our As of January 28, 2017, there was no commercial paper
foreign businesses. The determination of the amount of the outstanding. See Note G - Debt and Credit Agreements in the
unrecognized deferred tax liability related to the undistributed Notes to the Consolidated Financial Statements for additional
earnings is not practicable because of the complexities information related to our commercial paper program.
associated with its hypothetical calculation.
We also have various other lines of credit under which we may
On November 22, 2016, we entered into a new credit currently borrow a maximum of $76 million. At January 28,
agreement with Bank of America, N.A., as Administrative 2017, we had outstanding borrowings and letters of credit of
Agent and the other lending institutions named therein (the $1 million, leaving $75 million of available credit at that date.
“November 2021 Revolving Credit Facility”). The new credit During 2016 we entered into new capital lease obligations of
facility provides for a maximum borrowing of $1 billion, $34 million.

APPENDIX B

We expect that our cash generated from operations, together associated with our restructuring and transformation
with our current cash, funds available under our existing credit initiatives, and other operating cash needs for at least the next
agreements and other alternative sources of financing, will be twelve months.
sufficient to fund our planned capital expenditures, obligations
Uses of Capital
We did not repurchase any shares under our share repurchase We are committed to maintaining our current quarterly
program in 2016. The remaining authorization under our existing dividend of $0.12 per share. We paid quarterly dividends of
share repurchase program is $373 million. We plan to balance $0.12 per share during 2016, 2015 and 2014. While it is our
our allocation of capital for open-market share repurchases intention to continue to pay quarterly cash dividends for 2017
with allocations for merger and acquisition opportunities. and beyond, any decision to pay future cash dividends will
be made by our Board of Directors and will depend upon our
We consider many types of acquisitions for their strategic and earnings, financial condition and other factors.
other benefits. We plan to focus on acquisitions of contract
stationers, business-to-business service providers and We expect a moderate increase in capital spending in
companies specializing in categories beyond office supplies. 2017 compared to 2016 in part due to spending for certain
projects being deferred from 2016 to 2017, and in part due to
investments to support our Staples 20/20 strategy. We expect
that operating cash flows will be the primary source of funds
for our capital expenditures.
INFLATION AND SEASONALITY

While neither inflation nor deflation has had, nor do we expect seasonal, with sales and profitability historically higher during
them to have, a material impact upon our consolidated the second half of our fiscal year due to the back-to-school
operating results, we may see price increases in certain and January back-to-business seasons.
categories from time to time. Our business is somewhat
QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISKS
We are exposed to market risk from changes in interest rates exchange risks. The risk management process uses analytical
and foreign exchange rates. We have a risk management techniques, including market value, sensitivity analysis and
control process to monitor our interest rate and foreign value at risk estimates.
Interest Rate Risk

At January 28, 2017, we did not have any material variable rate debt obligations.
Foreign Currency Risk

We are exposed to foreign exchange risks through our business Revenue and expense transactions in our foreign subsidiaries
operations and investments in subsidiaries in Canada, Europe, are primarily denominated in the respective local currencies.
Australia, South America and Asia. The currencies for which The income statements of our international operations are
we have the most significant exposure to exchange rate translated into U.S. dollars at the average exchange rates in
fluctuations include the Canadian Dollar, the Australian Dollar each applicable period. To the extent the U.S. dollar weakens
and the Chinese Renminbi. We expect our exposure related to against foreign currencies, the translation of these foreign
the Euro, British Pound Sterling, Norwegian Krone, and other currency-denominated transactions results in increased
European currencies will decrease significantly in the future revenues and operating expenses for our international
compared with 2016 and prior periods, given the disposal operations. Conversely, our revenues and operating expenses
of our European operations in fourth quarter of 2016 and will decrease for our international operations when the U.S.
February 2017. dollar strengthens against foreign currencies. While the
STAPLES B-13
APPENDIX B

matching of local currency revenues and local currency and liabilities will result in a transaction gain or loss. In 2016,
expenses provides in effect a natural hedge, such matching our foreign currency transaction net gain was de minimis. In
does not completely reduce the foreign currency exchange 2015, we recorded foreign currency transaction net losses of
rate exposure. Revenues from our foreign operations $4 million, which are recorded in Other income (expense), net
accounted for approximately 14% and 15% of revenues for in our consolidated statement of income.
combined continuing operations and discontinued operations
in 2016 and 2015, respectively. As a result of the disposal of Our international businesses are subject to risks, including,
our European operations, which accounted for 10% of such but not limited to differing economic conditions, changes in
combined revenues in 2016, we expect that foreign currency political climate, differing tax structures, and other regulations
translation risk for our consolidated financial statements and restrictions, all of which may influence foreign currency
related to the Euro and other European currencies will be lower exchange rate volatility. Accordingly, our future results could
in future periods compared with 2016 and prior periods. be materially adversely impacted by changes in these or other
factors. As exchange rates vary, our international financial
The conversion of our foreign subsidiaries’ financial statements results may vary from expectations and adversely impact our
into U.S. dollars will lead to a translation gain or loss which is overall operating results.
recorded as a component of Other comprehensive income
(loss) in stockholders’ equity. We recorded consolidated In accordance with our risk management policies, we use
foreign currency translation gains of $25 million in 2016 and derivative instruments on a limited basis to hedge our foreign
losses of $132 million in 2015. In addition, certain of our foreign currency exposures. As of January 28, 2017 and January 30,
subsidiaries have assets and liabilities that are denominated in 2016, we had no outstanding foreign currency derivative
currencies other than the relevant entity’s functional currency. agreements designated as hedges.
Changes in the functional currency value of these assets

iiAPPENDIX C
ITEM 8
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm C-2
Consolidated Balance Sheets - January 28, 2017 and January 30, 2016 C-3
Consolidated Statements of Income - Fiscal years ended
January 28 2017, January 30, 2016 and January 31, 2015 C-4
Consolidated Statements of Comprehensive Income - Fiscal years ended
January 28, 2017, January 30, 2016 and January 31, 2015 C-5
Consolidated Statements of Stockholders’ Equity - Fiscal years ended
January 28, 2017, January 30, 2016 and January 31, 2015 C-6
Consolidated Statements of Cash Flows - Fiscal years ended January 28, 2017,
January 30, 2016 and January 31, 2015 C-8
Notes to Consolidated Financial Statements C-9
Schedule II—Valuation and Qualifying Accounts C-44
STAPLES C-1
Appendix C
REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM
The Board of Directors and Shareholders of In our opinion, the financial statements referred to above
Staples, Inc. present fairly, in all material respects, the consolidated financial
position of Staples, Inc. and subsidiaries at January 28, 2017
We have audited the accompanying consolidated balance and January 30, 2016, and the consolidated results of their
sheets of Staples, Inc. and subsidiaries as of January 28, operations and their cash flows for each of the three years in
2017 and January 30, 2016, and the related consolidated the period ended January 28, 2017, in conformity with U.S.
statements of income, comprehensive income, shareholders’ generally accepted accounting principles. Also, in our opinion,
equity and cash flows for each of the three years in the period the related financial statement schedule, when considered in
ended January 28, 2017. Our audits also included the financial relation to the basic financial statements taken as a whole,
statement schedule listed in the Index at Item 15(a) 2. These present fairly in all material respects the information set
financial statements and this schedule are the responsibility of forth therein.
the Company’s management. Our responsibility is to express
an opinion on these financial statements and schedule based We also have audited, in accordance with the standards of the
on our audits. Public Company Accounting Oversight Board (United States),
Staples, Inc.’s internal control over financial reporting as of
We conducted our audits in accordance with the standards January 28, 2017, based on criteria established in Internal
of the Public Company Accounting Oversight Board (United Control-Integrated Framework issued by the Committee of
States). Those standards require that we plan and perform Sponsoring Organizations of the Treadway Commission (2013
the audit to obtain reasonable assurance about whether the framework), and our report dated March 9, 2017 expressed an
financial statements are free of material misstatement. An adverse opinion thereon.
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An /s/ Ernst & Young LLP
audit also includes assessing the accounting principles used Boston, Massachusetts
and significant estimates made by management, as well March 9, 2017
as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
C-2 STAPLES Form 10-K

APPENDIX C

Consolidated Balance Sheets
(Dollar Amounts in Millions, Except Share Data)
January 28, 2017 January 30, 2016

ASSETS
Current assets:
Cash and cash equivalents $1,137 $825
Receivables, net 1,538 1,543
Merchandise inventories, net 1,737 1,791
Prepaid expenses and other current assets 251 273
Current assets of discontinued operations 568 680
Total current assets 5,231 5,112
Property and equipment, net 1,147 1,286
Intangible assets, net of accumulated amortization 205 235

Goodwill 1,290 2,032
Other assets 398 497
Noncurrent assets of discontinued operations — 1,010
Total assets $8,271 $10,172
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable $1,706 $1,685
Accrued expenses and other current liabilities 1,023 1,160
Debt maturing within one year 519 15
Current liabilities of discontinued operations 402 405
Total current liabilities 3,650 3,265
Long-term debt 529 1,016

Other long-term obligations 396 441
Noncurrent liabilities of discontinued operations — 66
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
and outstanding 953,711,270 and 652,470,081 shares at January 28, 2017
and 946,964,792 and 645,723,603 shares at January 30, 2016 1 1
Additional paid-in capital 5,067 5,010
Accumulated other comprehensive loss (1,053) (1,116)
Retained earnings 5,092 6,900
Less: Treasury stock at cost, 301,241,189 shares at January 28, 2017 and January 30, 2016 (5,419) (5,419)
Total Staples, Inc. stockholders’ equity 3,688 5,376
Noncontrolling interests 8 8
Total stockholders’ equity 3,696 5,384
Total liabilities and stockholders’ equity $8,271 $10,172
See notes to consolidated financial statements.
STAPLES C-3
APPENDIX C

Consolidated Statements of Income
(Dollar Amounts in Millions, Except Share Data)
Fiscal Year Ended

January 28, 2017 January 30, 2016 January 31, 2015
Sales $18,247 $18,764 $19,684
Cost of goods sold and occupancy costs 13,489 13,857 14,646
Gross profit 4,758 4,907 5,038
Operating expenses:
Selling, general and administrative 3,845 3,993 4,096
Merger termination fee 250 — —
Impairment of goodwill and long-lived assets 783 37 469
Restructuring charges 38 105 158
Amortization of intangibles 51 54 48
Total operating expenses 4,967 4,189 4,771
(Loss) gain on sale of businesses and assets, net (55) (5) 29
Operating (loss) income (264) 713 296
Other income (expense):

Interest income 6 3 2
Interest expense (81) (139) (48)
Loss on early extinguishment of debt (26) — —
Other income (expense), net 13 (13) 3
(Loss) income from continuing operations before income taxes (352) 564 253
Income tax expense 107 102 128
(Loss) income from continuing operations (459) 462 125
Discontinued operations:
Pretax (loss) income of discontinued operations (700) (72) 15
Loss recognized on classification as held for sale (231) — —
Loss on sale (114) — —
Total pretax (loss) income of discontinued operations (1,045) (72) 15
Income tax (benefit) expense (7) 11 5
(Loss) income from discontinued
operations, net of income taxes (1,038) (83) 10
Net (loss) income $(1,497) $379 $135
Basic Earnings per share

Continuing operations $(0.71) $0.71 $0.19
Discontinued operations (1.60) (0.12) 0.02
Consolidated operations $(2.31) $0.59 $0.21
Diluted Earnings per Share:
Dividends declared per common share $0.48 $0.48 $0.48

APPENDIX C

Consolidated Statements of Comprehensive Income
(Dollar Amounts in Millions)
Fiscal Year Ended

Consolidated net (loss) income $(1,497) $379 $135
Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments 25 (132) (403)
Disposal of foreign business, net 6 — (1)
Settlements and curtailments of pension and
other post-retirement obligations 23 — —
Deferred pension and other post-retirement benefit costs, net 9 57 (130)
Other comprehensive income (loss), net of tax 63 (75) (534)
Consolidated comprehensive (loss) income $(1,434) $304 $(399)
STAPLES C-5
APPENDIX C

Consolidated Statements of Stockholders’ Equity
(Dollar and Share Amounts in Millions)
Equity Attributed to Staples, Inc.

Accumulated
Outstanding Additional Other Non- Total
Common Common Paid-In Comprehensive Retained Treasury controlling Stockholders’
Stock Stock Capital Loss Earnings Stock Interests Equity
Balances at February 1, 2014 653 $1 $4,866 $(507) $7,001 $(5,229) $8 $6,141
Issuance of common stock
for stock options exercised 1 — 11 — — — — 11
Net tax expense related
to shortfall on exercise
of stock options — — (27) — — — — (27)
Stock-based compensation — — 64 — — — — 64
Sale of common stock under
employee stock purchase plan 3 — 38 — — — — 38
Net income for the year — — — — 135 — — 135
Common stock dividend — — — — (307) — — (307)
Other comprehensive loss — — — (534) — — — (534)
Repurchase of common stock (17) — (18) — — (190) — (208)
Other — — 1 — — — — 1
Balances at January 31, 2015 $640 $1 $4,935 $(1,041) $6,829 $(5,419) $8 $5,313

APPENDIX C

Consolidated Statements of Stockholders’ Equity (continued)
(Dollar and Share Amounts in Millions)
Equity Attributed to Staples, Inc.

Accumulated
Outstanding Additional Other Non- Total
Common Common Paid-In Comprehensive Retained Treasury controlling Stockholders’
Stock Stock Capital Loss Earnings Stock Interests Equity
Issuance of common stock
for stock options exercised 1 $— $7 $— $— $— $— $7
Shares issued upon grant of
Restricted Stock Awards and
vesting of Restricted Stock
Units, net of forfeitures 3 — — — — — — —
of stock options — — (6) — — — — (6)
Net income for the year — — — — 379 — — 379
Other comprehensive loss — — — (75) — — — (75)
Repurchase of common stock (1) — (24) — — — — (24)
Other — — 1 — — — — 1
Balances at January 30, 2016 646 $1 $5,010 $(1,116) $6,900 $(5,419) $8 $5,384
Shares issued upon grant of
Restricted Stock Awards and
vesting of Restricted Stock
Units, net of forfeitures 3 — — — — — — —
of stock options — — (21) — — — — (21)
Net income for the year — — — — (1,497) — — (1,497)
Other comprehensive loss — — — 63 — — — 63
Repurchase of common stock — — (13) — — — — (13)
Balances at January 28, 2017 653 $1 $5,067 $(1,053) $5,092 $(5,419) $8 $3,696
STAPLES C-7
APPENDIX C

Consolidated Statements of Cash Flows
(Dollar Amounts in Millions)
Fiscal Year Ended

Operating Activities:
Net (loss) income $(1,497) $379 $135
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation 378 388 405
Loss (gain) on sale of businesses and assets, net 168 5 (27)
Interest and fees paid from restricted cash account, net 66 — —
Impairment of goodwill and long-lived assets 1,700 50 470
Inventory write-downs related to restructuring activities — 1 26
Stock-based compensation 61 63 64
Excess tax benefits from stock-based compensation arrangements — (5) (1)
Deferred income tax expense (benefit) 57 28 (49)
Other 19 11 12
Changes in assets and liabilities:
Decrease (increase) in receivables 21 (19) (184)
Decrease in merchandise inventories 63 18 62
Decrease (increase) in prepaid expenses and other assets 34 (41) 138
Increase (decrease) in accounts payable 4 63 (59)
(Decrease) increase in accrued expenses and other liabilities (140) 110 (24)
(Decrease) increase in other long-term obligations (58) (140) 13
Net cash provided by operating activities 934 978 1,043
Investing Activities:
Acquisition of property and equipment (255) (381) (361)
Proceeds from the sale of property and equipment 14 27 5
Sale of businesses, net 55 2 59
Increase in restricted cash (66) — —
Acquisition of businesses, net of cash acquired (44) (22) (78)
Cost method investments (15) — —
Net cash used in investing activities (311) (374) (375)
Financing Activities:
Proceeds from the exercise of stock options and sale of
stock under employee stock purchase plans 30 41 49
Proceeds from borrowings 187 7 23
Payments on borrowings, including payment of deferred
financing fees and capital lease obligations (211) (99) (50)
Cash dividends paid (311) (308) (307)
Excess tax benefits from stock-based compensation arrangements — 5 1
Repurchase of common stock (13) (24) (208)
Net cash used in financing activities (318) (378) (493)
Effect of exchange rate changes on cash and cash equivalents 7 (28) (48)
Net increase in cash and cash equivalents 312 198 127
Cash and cash equivalents at beginning of period 825 627 492
Cash and cash equivalents at end of period 1,137 825 619
Add: Cash and cash equivalents attributed to disposal
group held for sale at February 1, 2014 — — 8
Cash and cash equivalents at the end of the period $1,137 $825 $627

Appendix C

Notes to Consolidated Financial Statements
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES
Nature of Operations: Staples, Inc. and subsidiaries (“Staples” as well as historic trends. The allowance recorded at
or “the Company”) is a world-class provider of products and January 28, 2017 and January 30, 2016 was $18 million and
services that serve the needs of business customers and $21 million, respectively.
consumers. Through its delivery and retail capabilities, Staples
lets customers shop however and whenever they want, Other non-trade receivables were $362 million at January 28,
whether it’s in-store, online or on mobile devices. The Company 2017 and $396 million at January 30, 2016 and consisted
has two reportable segments - North American Delivery and primarily of purchase and advertising rebates due from
North American Retail (see Note O - Segment Reporting). vendors under various incentive and promotional programs.
Amounts expected to be received from vendors relating to
As discussed in Note D - Discontinued Operations, the the purchase of merchandise inventories are recognized as
Company’s European operations are presented as discontinued a reduction of inventory cost and realized as part of cost of
operations in the consolidated financial statements. The goods sold as the merchandise is sold. Amounts expected
Company also has operations in Australia, Asia, and South to be received from vendors that represent reimbursement for
America, which are included in the Other category in the specific, incremental costs incurred by the Company related to
Company’s segment reporting. selling a vendor’s products, such as advertising, are recorded
as an offset to those costs when they are recognized in the
Unless otherwise stated, any reference to the consolidated consolidated statement of income.
statement of income in the notes to the consolidated financial
statements refers to results from continuing operations. Inventory: Inventory is valued at the lower of weighted-average
cost or market value. The Company reserves for obsolete,
Basis of Presentation: The consolidated financial statements overstocked and inactive inventory based on the difference
include the accounts of Staples, Inc. and its wholly and majority between the weighted-average cost of the inventory and its
owned subsidiaries. All material intercompany accounts and estimated market value using assumptions of future demand
transactions are eliminated in consolidation. and market conditions.
Fiscal Year: Staples’ fiscal year is the 52 weeks or 53 weeks Accounts Payable: The Company has agreements with
ending on the Saturday closest to January 31. Fiscal year 2016 third parties to provide accounts payable tracking and
(“2016”) consisted of the 52 weeks ended January 28, 2017, payment services which facilitate participating suppliers’
fiscal year 2015 (“2015”) consisted of the 52 weeks ended ability to finance payment obligations from the Company
January 30, 2016 and fiscal year 2014 (“2014”) consisted of with designated third-party financial institutions. Participating
the 52 weeks ended January 31, 2015. suppliers may, at their sole discretion, make offers to finance
one or more payment obligations of the Company prior to their
Use of Estimates: The preparation of financial statements in scheduled due dates at a discounted price to participating
conformity with accounting principles generally accepted financial institutions. The Company has no economic interest
in the United States of America (“U.S. GAAP”) requires in the sale of these receivables. The Company’s obligations to
management of Staples to make estimates and assumptions its suppliers, including amounts due and scheduled payment
that affect the amounts reported in the financial statements dates, are not impacted by suppliers’ decisions to finance
and accompanying notes. Actual results could differ from amounts under these arrangements. The Company presents
those estimates. these obligations as trade accounts payable.
Cash Equivalents: Staples considers all highly liquid Property and Equipment: Property and equipment are
investments with an original maturity of three months or less to recorded at cost. Expenditures for normal maintenance and
be cash equivalents. Cash equivalents also include amounts repairs are charged to expense as incurred. Depreciation
due from third-party financial institutions for credit and debit and amortization, which includes the amortization of assets
card transactions. These receivables are typically settled in recorded under capital lease obligations, are provided using
less than 3 days. the straight-line method over the following useful lives: 40 years
for buildings; 3-10 years for furniture and fixtures; and 3-10
Receivables: Receivables include trade receivables financed years for equipment, which includes computer equipment and
under regular commercial credit terms and other non-trade software with estimated useful lives of 3-7 years. Leasehold
receivables. Gross trade receivables were $1.2 billion at both improvements are amortized over the shorter of the terms of
January 28, 2017 and January 30, 2016. Concentrations of the underlying leases or the estimated economic lives of the
credit risk with respect to trade receivables are limited due improvements. Asset retirement obligations are recognized
to Staples’ large number of customers and their dispersion when incurred and the related cost is amortized over the
across many industries and geographic regions. remaining useful life of the related asset. The following table
presents the Company’s property and equipment by major
An allowance for doubtful accounts has been recorded asset class for 2016 and 2015.
to reduce trade receivables to an amount expected to be
collectible from customers based on specific evidence
STAPLES C-9
Appendix C

Notes to Consolidated Financial Statements (continued)

Property and equipment:
Land and buildings $648 $694
Leasehold improvements 1,071 1,068
Equipment 3,023 2,563
Furniture and fixtures 819 814
Total property and equipment 5,561 5,139
Less: Accumulated depreciation 4,414 3,853
Net property and equipment $1,147 $1,286
Lease Acquisition Costs: Lease acquisition costs, which are estimated undiscounted cash flows expected to be generated
included in other assets, are recorded at cost and amortized from the use of an asset plus any net proceeds expected to
using the straight-line method over the respective lease be realized upon its eventual disposition. An impairment loss is
terms, including option renewal periods if renewal of the recognized if an asset’s carrying value is not recoverable and if
lease is reasonably assured, which range from 1 to 46 years. it exceeds its fair value. Staples’ policy is to evaluate long-lived
Lease acquisition costs, net of accumulated amortization, at assets for impairment at the lowest level for which there are
January 28, 2017 and January 30, 2016 were $4 million and identifiable cash flows that are largely independent of the cash
$7 million, respectively. flows or other assets and liabilities.
Fair Value of Financial Instruments: The Company measures Exit and Disposal Activities: The Company’s policy is to
the fair value of financial instruments pursuant to the recognize costs associated with exit and disposal activities,
guidelines of Accounting Standards Codification (“ASC”) including restructurings, when a liability has been incurred.
Topic 820 Fair Value Measurement (“ASC Topic 820”), which Employee termination costs associated with ongoing benefit
establishes a fair value hierarchy that prioritizes the inputs arrangements are accrued when the obligations are considered
used to measure fair value. The hierarchy gives the highest probable and can be reasonably estimated, while costs
priority to quoted prices in active markets for identical assets associated with one-time benefit arrangements generally are
or liabilities (Level 1 measurement), then priority to quoted accrued when the key terms of the arrangement have been
prices for similar instruments in active markets, quoted prices communicated to the affected employees. Costs related to
for identical or similar instruments in markets that are not ongoing lease obligations for vacant facilities are recognized
active and model-based valuation techniques for which all once the Company has ceased using the facility, and the related
significant assumptions are observable in the market (Level 2 liability is recorded net of estimated future sublease income.
measurement), then the lowest priority to unobservable inputs Payments made to terminate a lease agreement prior to the
(Level 3 measurement). end of its term are accrued when the termination agreement
is signed, or when notification is given to the landlord if a
Impairment of Goodwill: The Company reviews goodwill for lease agreement has a pre-existing termination clause. For
impairment annually, in the fourth quarter, and whenever events property and equipment that the Company expects to retire
or changes in circumstances indicate that the carrying value at the time of a facility closing, the Company first reassesses
of a reporting unit might exceed its current fair value. For the the assets’ estimated remaining useful lives and evaluates
annual test, the Company may perform an initial qualitative whether the assets are impaired on a held for use basis, and
assessment for certain reporting units to determine whether it then accelerates depreciation as warranted.
is more likely than not that the fair value of the reporting unit
is less than its carrying amount. This assessment is used as Revenue Recognition: The Company recognizes revenue
a basis for determining whether it is necessary to perform the from the sale of products and services when the following
two step goodwill impairment test. For those reporting units for four criteria are met: persuasive evidence of an arrangement
which the Company performs the two step impairment test, exists, delivery has occurred or services have been rendered,
the Company determines fair value using a combination of the the selling price is fixed or determinable, and collectibility is
discounted cash flow analysis and guideline public company reasonably assured. Revenue is recognized for product sales
methods. The valuation process requires management to at the point of sale for the Company’s retail operations and
make assumptions and estimates regarding industry economic at the time of shipment for its delivery sales. The Company
factors and the future profitability of the Company’s businesses. offers its customers various coupons, discounts and rebates,
It is the Company’s policy to allocate goodwill and conduct which are treated as a reduction of revenue. For coupons and
impairment testing at a reporting unit level based on its most rebates that are offered by manufacturers directly to customers
current business plans, which reflect changes the Company and which are redeemable at multiple participating retailers,
anticipates in the economy and the industry. The Company the Company records the reimbursement received from the
established, and continues to evaluate, its reporting units based manufacturer as sales revenue.
on its internal reporting structure and defines such reporting
units at the operating segment level or one level below. The Company evaluates whether it is appropriate to record
the gross amount of product and service sales and related
Impairment of Long-Lived Assets: The Company evaluates costs or the net amount earned as a commission. In making
long-lived assets for impairment whenever events and this determination, the Company considers several factors,
circumstances indicate that the carrying value of an asset may including which party in the transaction is the primary obligor,
not be recoverable. Recoverability is measured based upon the the degree of inventory risk, which party establishes pricing,

Appendix C

the Company’s ability to select vendors, and whether it earns a binomial valuation model. For awards with service conditions
a fixed amount per transaction. Generally, when the Company only, the Company recognizes stock-based compensation
is the party in the transaction with the primary obligation to the costs as expense on a straight-line basis over the requisite
customer or is subject to inventory risk, revenue is recorded service period. For awards that include performance
at the gross sale price, assuming other factors corroborate conditions, the Company recognizes compensation expense
that the Company is the principal party in the transaction. If during the performance period to the extent achievement of
the Company is not primarily obligated and does not have the performance condition is deemed probable relative to
inventory risk, it generally records the net amount as a targeted performance. A change in the Company’s estimate
commission earned. of the probable outcome of a performance condition is
accounted for in the period of the change by recording a
Revenue arrangements with multiple deliverables that have cumulative catch-up adjustment.
value on a standalone basis are divided into separate units
of accounting. Revenue is allocated to each deliverable Pension and Other Post-Retirement Benefits: The Company
using estimated selling prices if the Company does not have maintains pension and post-retirement life insurance plans
vendor-specific objective evidence or third-party evidence of for certain employees globally. These plans include significant
the selling prices of the deliverables. The Company recognizes obligations, which are calculated based on actuarial valuations.
revenue for each unit of accounting based on the nature of the Key assumptions used in determining these obligations and
deliverable and the revenue recognition guidance applicable related expenses include expected long-term rates of return
to each unit. on plan assets, discount rates and inflation. The Company also
makes assumptions regarding employee demographic factors
Revenue is recorded net of taxes collected from customers such as retirement patterns, mortality, turnover and the rate
that are remitted to governmental authorities, with the collected of compensation increases. These assumptions are evaluated
taxes recorded as current liabilities until remitted to the relevant annually. Expected return on plan assets is determined using
government authority. fair market value. The Company calculates amortization of
actuarial gains and losses using the corridor approach and
Cost of Goods Sold and Occupancy Costs: Cost of goods the estimated remaining service of plan participants. As noted
sold and occupancy costs includes the costs of merchandise in Note L - Pension and Other Post-Retirement Benefit Plans,
sold, inbound and outbound freight, receiving and distribution, following the termination of the pension plan associated with
and store and distribution center occupancy (including real the divested Staples Print Solution business in 2016 and the
estate taxes and common area maintenance). disposal of the Company’s European operations in February
2017, the Company no longer has significant obligations
Shipping and Handling Costs: All shipping and handling related to pension plans.
costs are included as a component of cost of goods sold and
occupancy costs. Foreign Currency: The assets and liabilities of Staples’
foreign subsidiaries are translated into U.S. dollars at current
Selling, General and Administrative Expenses: Selling, general exchange rates as of the balance sheet date, and revenues
and administrative expenses include payroll, advertising and and expenses are translated at average monthly exchange
other operating expenses for the Company’s stores and rates. The resulting translation adjustments are recorded as a
delivery operations not included in cost of goods sold and separate component of stockholders’ equity. Foreign currency
occupancy costs. transaction gains and losses relate to the settlement of assets
or liabilities in a currency other than the functional currency.
Advertising: Staples expenses the costs of producing an Foreign currency transaction losses in 2016, 2015 and 2014
advertisement the first time the advertising takes place, were nil, $4 million, and nil, respectively. These amounts are
except for the cost of direct response advertising, primarily included in Other income (expense), net.
catalog production costs, which are capitalized and amortized
over their expected period of future benefits (i.e., the life of Derivative Instruments and Hedging Activities: The Company
the catalog). Direct catalog production costs included in recognizes all derivative financial instruments in the
prepaid and other assets totaled $2 million and $5 million at consolidated financial statements at fair value. Changes in
January 28, 2017 and January 30, 2016, respectively. The the fair value of derivative financial instruments that qualify for
cost of communicating an advertisement is expensed when hedge accounting are recorded in stockholders’ equity as a
the communication occurs. Total advertising and marketing component of accumulated other comprehensive income or
expense was $376 million, $384 million and $382 million for as an adjustment to the carrying value of the hedged item.
2016, 2015 and 2014, respectively. Changes in fair values of derivatives not qualifying for hedge
accounting are reported in earnings.
Stock-Based Compensation: The Company accounts for
stock-based compensation in accordance with ASC Topics Accounting for Income Taxes: Deferred income tax assets and
505 Equity and 718 Stock Compensation. Stock-based liabilities are determined based on the differences between
compensation for restricted stock and restricted stock units is financial reporting and tax bases of assets and liabilities and are
measured based on the closing market price of the Company’s measured using the enacted income tax rates and laws that
common stock price on the date of grant, less the present are expected to be in effect when the temporary differences
value of dividends expected to be paid on the underlying are expected to reverse. All deferred income tax assets and
shares but foregone during the vesting period. Stock-based liabilities are classified as non-current in the consolidated
compensation for stock options is measured based on the balance sheets.
estimated fair value of each award on the date of grant using
STAPLES C-11
Appendix C

The Company accounts for uncertain tax provisions in upon examination by the appropriate taxing authorities before
accordance with ASC Topic 740 Income Taxes. These any benefit can be recorded in the financial statements. An
provisions require companies to determine whether it is uncertain income tax position will not be recognized if it has
“more likely than not” that a tax position will be sustained less than a 50% likelihood of being sustained.
Recent Accounting Pronouncements:

ASU No. 2014-09, Revenue from Contracts with Customers
In May 2014, a pronouncement was issued that creates The Company is continuing to evaluate the potential effects
common revenue recognition guidance for U.S. GAAP of the standard on the Company’s consolidated financial
and International Financial Reporting Standards. The new statements. The Company’s current analysis indicates that
guidance supersedes most preexisting revenue recognition the most significant effect of the new standard relates to the
guidance. The core principle of the guidance is that an Company’s accounting for its Staples Rewards loyalty program.
entity should recognize revenue to depict the transfer of The Company currently accounts for this loyalty program by
promised goods or services to customers in an amount that accruing a liability equal to the incremental cost of fulfilling its
reflects the consideration to which the entity expects to be obligations to program participants. Under the new standard,
entitled in exchange for those goods or services. The new the Company will defer revenue at the time Rewards are earned
standard is effective for annual reporting periods beginning using a relative fair value approach. However, the impact of the
after December 15, 2017, including interim periods within new standard on the Company’s revenue recognition related
that reporting period, with an option to adopt the standard to the Rewards program is not expected to be material to the
one year earlier. Staples intends to adopt the new guidance Company’s consolidated financial statements. The Company
in the first quarter of fiscal 2018. The new standard is to be will provide updates in 2017 related to the expected impact of
applied either retrospectively to each period presented or as a adopting this standard as it performs further work related to
cumulative-effect adjustment as of the date of adoption. The this evaluation.
Company has not yet selected its method of adoption.
Other recent pronouncements

In January 2016, a pronouncement was issued that will impact early application permitted. The new standard is to be applied
the accounting for equity investments. The new guidance using a modified retrospective approach. The Company is
requires all equity investments, except those accounted for currently evaluating the impact of the new pronouncement on
under the equity method of accounting or those that result its financial statements.
in consolidation of the investee, to be measured at fair value
with changes in fair value recognized in net income. However, In March 2016, a pronouncement was issued that aims to
entities may elect to measure those equity investments that simplify several aspects of accounting and reporting for share-
do not have readily determinable fair values at cost less based payment transactions. The guidance is effective for
impairment, if any, plus or minus any changes resulting from annual reporting periods beginning after December 15, 2016,
observable price changes in orderly transactions for identical including interim periods. The Company plans to adopt this
or similar investments of the same issuer. The guidance also guidance in the first quarter of 2017. One provision within
simplifies the impairment model for equity investments that this pronouncement requires that excess income tax benefits
do not have readily determinable fair values, and simplifies and tax deficiencies related to share-based payments be
disclosure of equity instruments. The guidance is effective for recognized within income tax expense in the statement of
annual reporting periods beginning after December 15, 2017, income, rather than within additional paid-in capital on the
including related interim periods. The Company is currently balance sheet. This adoption of this provision is to be applied
evaluating the potential impact of this pronouncement on its prospectively. If adoption of this pronouncement had occurred
financial statements. in 2016, the impact to the Company’s results of operations
related to this provision would have been an increase in the
In February 2016, a pronouncement was issued that provision for income taxes of $21 million. The impact of this
creates new accounting and reporting guidelines for leasing provision on the Company’s future results of operations will
arrangements. The new guidance requires organizations that depend in part on the market prices for the Company’s shares
lease assets to recognize assets and liabilities on the balance on the dates there are taxable events related to share awards,
sheet related to the rights and obligations created by those and therefore the impact is difficult to predict. The Company
leases, regardless of whether they are classified as finance does not expect the other provisions within the pronouncement
or operating leases. Consistent with current guidance, the will have a material impact on its financial statements.
recognition, measurement, and presentation of expenses and
cash flows arising from a lease primarily will depend on its In August 2016, a pronouncement was issued that addresses
classification as a finance or operating lease. The guidance diversity in how certain cash receipts and cash payments are
also requires new disclosures to help financial statement users presented in the statement of cash flows. The new guidance
better understand the amount, timing, and uncertainty of cash provides clarity around the cash flow classification for eight
flows arising from leases. The new standard is effective for specific issues in an effort to reduce the current and potential
annual reporting periods beginning after December 15, 2018, future diversity in practice. The standard, which is to be applied
including interim periods within that reporting period, with

Appendix C

retrospectively, will be effective for the first interim period within cash flows. The pronouncement does not provide a definition
annual reporting periods beginning after December 15, 2017, of restricted cash. The pronouncement is effective for fiscal
and early adoption is permitted. The Company is currently years beginning after December 15, 2017, and interim periods
evaluating the impact of the adoption of this standard on its within those fiscal years, with early adoption permitted. The
consolidated financial statements. amendments are to be applied using a retrospective transition
method to each period presented. The Company plans to
In October 2016, a pronouncement was issued that aims to adopt this pronouncement in the first quarter of fiscal 2018.
reduce the diversity in practice and complexity associated with This pronouncement, upon adoption in 2018, is expected
accounting for the income tax consequences of intra-entity to result in a retrospective $66 million reduction of net cash
transfers of assets other than inventory. Current GAAP provided by operating activities in the consolidated statement
prohibits the recognition of current and deferred income taxes of cash flows for 2016, with a corresponding decrease in net
for an intra-entity asset transfer until the asset has been sold cash used in investing activities. The Company will continue to
to an outside party. The new pronouncement stipulates that monitor the potential impact of this pronouncement through
an entity should recognize the income tax consequences the date of adoption.
of an intra-entity transfer of an asset other than inventory
when the transfer occurs. The new guidance will be effective In January 2017, a pronouncement was issued that aims to
for annual reporting periods beginning after December 15, simplify the subsequent measurement of goodwill by eliminating
2017, including interim reporting periods within those annual Step 2 from the goodwill impairment test. This pronouncement
reporting periods, with early adoption permitted in the first stipulates that an entity should perform a goodwill impairment
interim period only. The amendments are to be applied on test by comparing the fair value of a reporting unit with its
a modified retrospective basis through a cumulative-effect carrying amount, and will recognize an impairment charge for
adjustment directly to retained earnings as of the beginning of the amount by which the carrying amount exceeds the reporting
the period of adoption. The Company is currently evaluating unit’s fair value, with the loss recognized not exceeding the
the impact of the adoption of this standard on its consolidated total amount of goodwill allocated to that reporting unit. The
financial statements. amendments in this pronouncement are to be applied on a
prospective basis. This guidance will be effective for annual or
In November 2016, a pronouncement was issued that requires any interim goodwill impairment tests in fiscal years beginning
a statement of cash flows to explain the change in cash and cash after December 15, 2019, with early adoption is permitted
equivalents during the period inclusive of amounts generally for interim or annual goodwill impairment tests performed on
described as restricted cash. Therefore, amounts generally testing dates after January 1, 2017. The Company plans to
described as restricted cash will be included with cash and adopt this pronouncement in the first quarter of 2017. The
cash equivalents when reconciling the beginning-of-period Company does not expect this pronouncement will have a
and end-of-period total amounts shown on the statement of material impact on its financial statements.
NOTE B — RESTRUCTURING CHARGES

Restructuring Initiatives Related to Staples 20/20 Strategic Plan
In May 2016 the Company announced a strategic plan (“20/20 cost for which is included in Restructuring charges in the
Plan”) under which it plans to: consolidated statement of income.
• narrow its geographic focus to North America In connection with the 20/20 Plan, in the fourth quarter of
2016 the Company realigned its business segments (see Note
• accelerate mid-market growth O - Segment Reporting ) and divested its retail stores business
in the United Kingdom, and in February 2017 it completed the
• preserve profitability and rationalize excess capacity in its disposal of a controlling interest in its European operations
North American Retail stores (see Note D - Discontinued Operations ). As a result of these
initiatives, in the fourth quarter of 2016 the Company recorded
• drive profit improvement and cost reduction across the charges of $15 million for severance primarily related to the
company restructuring of corporate general and administrative functions
that support its business units. These costs are is included
Following the termination of its merger agreement with Office in Restructuring charges in the consolidated statement of
Depot and the announcement of the 20/20 Plan, the Company income for 2016.
announced in May 2016 that Ron Sargent would step down
from the position of Chief Executive Officer of the Company In connection with the 20/20 Plan, the Company also
effective June 14, 2016. The Company and Mr. Sargent announced a new multi-year cost savings plan which is
entered into a letter agreement providing for monthly expected to generate approximately $300 million of annualized
payments of $166,740 for a period of 24 months commencing pre-tax cost savings by the end of 2018, primarily by reducing
February 2017, as well as certain benefits with an estimated end-to-end product costs, continuing to evolve promotional
cost of $875,000. The Company recorded a liability for these strategies, increasing the mix of Staples Brand products,
severance benefits in the second quarter of 2016, the related driving savings in supply chain, eliminating fixed costs in retail
STAPLES C-13
Appendix C

stores, and generating additional efficiency savings across the related to these closures. The Company expects to incur
entire organization. In connection with this costs savings plan, charges in 2017 and beyond related to other initiatives under
in the third quarter of 2016 the Company recorded charges the 20/20 Plan. The nature and timing of such charges will
of $4 million related to continuing operations and $1 million depend upon the actions that are taken, and cannot be
related to discontinued operations. reasonably estimated at this time.
In connection with its plan to preserve profitability in its The table below shows a reconciliation of the beginning
North American retail stores, the Company expects to close and ending liability balances associated with the 20/20 Plan
approximately 70 North American retail stores in 2017. The (in millions):
Company does not expect to incur material charges in 2017
20/20 Plan
Employee-
Related
Accrued restructuring balance as of January 30, 2016 $—
Charges 25
Cash payments (2)
Foreign currency translations —
Accrued restructuring balance as of January 28, 2017 $23
Of the $25 million of charges recorded in 2016, $23 million accrued restructuring liability recorded on the consolidated
is included in Restructuring charges and $2 million is balance sheet at January 28, 2017, $21 million is included in
included in Pretax loss from discontinued operations in Accrued expenses and other current liabilities and $2 million is
the consolidated statement of income. All of these charges included in Current liabilities of discontinued operations. The
relate to functional departments that correspond with selling, Company expects that payments related to these liabilities will
general and administrative expense. Of the $23 million be substantially completed by the end of 2018.
2014 Restructuring Plan

In 2014 the Company announced a plan to close at least The actions taken related to the $500 million cost savings plan,
225 retail stores in North America by the end of fiscal year together with the actions taken related to the Store Closure
2015 (the “Store Closure Plan”). This plan was extended to Plan, are herein referred to as the “2014 Plan”.
include additional closures in 2016. Pursuant to this plan the
Company closed 169 stores in 2014, 73 stores in 2015, and As a result of actions taken under the 2014 Plan, the Company
48 stores in 2016. recorded pre-tax charges of $48 million in 2016, $170 million
in 2015 and $245 million in 2014. The table below provides a
In addition, in 2014 the Company initiated a cost savings plan summary of the charges recorded for each major type of cost
to generate annualized pre-tax savings of approximately $500 associated with the 2014 Plan. The table also summarizes
million by the end of fiscal 2015. The Company reinvested the costs incurred by reportable segment, and the amount of
some of the savings in its strategic initiatives. costs reflected in continuing operations versus discontinued
operations (in millions).
Charges incurred
2016 2015 2014
Employee related costs $(6) $83 $45
Contractual obligations 15 63 109
Other associated costs 6 12 17
Total restructuring charges 15 158 171
Impairment of long-lived assets and accelerated depreciation 33 11 46
Inventory write-downs — 1 26
Consolidated pre-tax charges $48 $170 $245
North American Retail $51 $79 $178

North American Delivery (2) 29 50
Other — 10 5
Total pre-tax charges, continuing operations $49 $118 $233
Pretax charges, discontinued operations $(1) $52 $12

Appendix C

In connection with the 2014 Plan, the Company recorded fixed In addition, the Company recorded inventory write-downs
asset impairment charges of $33 million in 2016, $6 million in of $1 million and $26 million in 2015 and 2014, respectively,
2015, and $37 million in 2014 primarily related to the Store related to the rationalization of SKUs pursuant to the Company’s
Closure Plan. See Note C - Goodwill and Long-Lived Assets efforts to improve efficiencies in its delivery fulfillment operations
for additional information. Also related to the 2014 Plan, the as well as the retail store closures. The inventory write-downs
Company recorded accelerated depreciation of $5 million were included in Cost of goods sold and occupancy costs in
and $9 million in 2015 and 2014, respectively, primarily the consolidated statements of income.
in connection with the closure of facilities supporting the
Company’s North American Delivery operations. The Company does not expect to incur material costs in future
periods related to the 2014 Plan.
The table below shows a reconciliation of the beginning and ending liability balances for each major type of cost associated with
the 2014 Plan (in millions):
2014 Plan
Employee Contractual
Related Obligations Other Total
Accrued restructuring balance as of January 31, 2015 $31 $83 $2 $116
Charges 83 63 12 158
Cash payments (40) (62) (13) (115)
Foreign currency translations — (1) — (1)
Accrued restructuring balance as of January 30, 2016 $74 $83 $1 $158
Charges 2 16 6 24
Adjustments (7) (2) — (9)
Cash payments (48) (47) (7) (102)
Foreign currency translations — 1 — 1
Accrued restructuring balance as of January 28, 2017 $21 $51 $— $72
Accrued Restructuring, Continuing Operations, as of January 28, 2017 $7 $49 $— $56
Accrued Restructuring, Discontinued Operations, as of January 28, 2017 $14 $2 $— $16
In addition to the contractual obligations shown in the tables related to employee related liabilities associated with the 2014
above, the Company also had related liabilities of $12 million Plan will be substantially completed by the end of fiscal year
and $8 million recorded on the consolidated balance sheet as 2017. The Company anticipates that payments related to facility
of January 28, 2017 and January 30, 2016, respectively, which lease obligations will be completed by the end of fiscal year 2025.
primarily represent amounts previously accrued to reflect rent
expense on a straight-line basis for leased properties which The restructuring charges related to continuing operations
the Company has now ceased using. are presented within Restructuring charges in the Company’s
consolidated statement of income, while the charges related
For the restructuring liabilities associated with the 2014 Plan to discontinued operations are included in Pretax loss (income)
recorded on the consolidated balance sheet at January 28, 2017, from discontinued operations. The tables below shows how
$29 million are included within Other long-term obligations, $27 the restructuring charges would have been allocated if the
million are included within Accrued expenses and other current Company had recorded the expenses within the functional
liabilities, and $16 million are included in Current liabilities of departments of the restructured activities (in millions) for
discontinued operations. The Company expects that payments continuing operations and discontinued operations:
Continuing Operations 2014 Plan

Fiscal Year Ended
Cost of goods sold and occupancy costs $22 $60 $122
Selling, general and administrative (6) 46 37
Total $16 $106 $159
Discontinued Operations 2014 Plan

Fiscal Year Ended
Cost of goods sold and occupancy costs $(2) $10 $1
Selling, general and administrative 1 42 11
Total $(1) $52 $12
STAPLES C-15
Appendix C

NOTE C — GOODWILL AND LONG-LIVED ASSETS

Goodwill
Goodwill impairment charges recognized in the fourth quarter of 2016
As noted in Note O - Segment Reporting, in the fourth quarter The Company had previously disclosed that these reporting
of 2016 the Company changed its reportable segments as units were at an increased risk of an impairment charge. The
a result of an organizational realignment related to its 20/20 key factors underlying these impairment charges include
strategic plan. The realignment also resulted in changes for the following:
its reporting units. For its annual goodwill impairment test
performed in the fourth quarter of 2016, the Company first •
Under the Staples 20/20 strategic plan, which was
performed a test based on the preexisting reporting unit announced in 2016, the Company plans to narrow its
structure, and then to the extent goodwill balances remained geographic focus to North America and drive growth in
after that test, it performed a second test based on the new the mid-market customer segment. The Company’s North
reporting unit structure. American retail stores and its international businesses
are not key elements of the Company’s growth strategy.
In the first step of the impairment test, the Company determined In fourth quarter of 2016, the Company realigned its
the fair value of its reporting units using a combination of the organization and changed its reportable segments to align
income and market approaches, specifically the discounted with the 20/20 plan (see Note O - Segment Reporting).
cash flow (“DCF”) and guideline public company methods. In The Company’s updated long-term projections align with
conjunction with the Company’s annual cycle for planning and the 20/20 plan and reflect the recent operating results of
budgeting, the Company updated its long-term projections for the reporting units.
its reporting units, and incorporated these updated projections
in the valuation models. Based on these updates, the Company • The Company’s retail stores in the U.S. have experienced
determined that the carrying values of its U.S. Stores & Online, declines in sales and profits due to changes in customer
Australia, and China reporting units exceeded their respective buying patterns, with customers increasingly shopping
fair values. As a result, the Company performed step two of at online retailers. In addition, growth for Staples.com
the impairment test to determine the amount of the impairment has been weaker than expected. Although the Company
charges for each reporting unit. continues to undertake initiatives to improve the
productivity of its retail stores in the U.S. and increase
In the second step of the impairment test, the Company customer traffic and conversion at Staples.com, while
assigned the reporting unit’s fair value to its individual assets also pursuing cost savings opportunities, the Company
and liabilities, including any unrecognized assets or liabilities, in assigned considerable weight to the reporting unit’s
a hypothetical analysis that calculates the implied fair value of historical results when deriving the fair value of the U.S.
goodwill in the same manner as if the reporting unit was being Stores & Online reporting unit.
acquired in a business combination. If the implied fair value
of the reporting unit’s goodwill is less than the carrying value, •
The China reporting unit has a history of incurring
the difference is recorded as an impairment charge. The fair operating losses, and although this business has
value estimates incorporated in step two for intangible assets experienced strong sales growth over the past two
were primarily based on the income approach, specifically the years, much of this growth has related to low-margin
multi-period excess earnings and relief from royalty methods. customers, and as a result the business has experienced
For real property, the Company used a combination of the challenges translating this growth into significant profits.
income and market approaches to determine fair value. For In addition, management expects growth may slow in the
leasehold interests, the Company used the income approach future as a result of increased competition and slowing
to determine fair value. economic growth.
Based on the results of step two of the impairment test, in The valuation methodologies used in step two incorporated
the fourth quarter of 2016 the Company recorded impairment unobservable inputs reflecting significant estimates and
charges of $628 million for U.S. Stores & Online, $72 million assumptions made by management. Accordingly, the
for China, and $48 million for Australia. As of the end of 2016, Company classified these measurements as Level 3 within
these reporting units have no remaining goodwill. U.S. Stores the fair value hierarchy. Key inputs included expected sales
& Online was a component of the Company’s former North growth rates, customer attrition rates, operating income
American Stores & Online segment; under the Company’s margins, market-based royalty rates, market comparables for
segment structure at the end of 2016, U.S. Stores is a real property and leasehold interests, and discount rates.
component of the Company’s North American Retail segment,
and Online is a component of the Company’s North American
Delivery segment. Australia and China are included in the
Other category in the Company’s segment reporting.

Appendix C

Goodwill impairment charges recognized in the second quarter of 2016

In the second quarter of 2016, based on continued adverse In the first step of the impairment test, the Company determined
business trends and following changes in the Company’s the fair value of the reporting unit using a combination of the
strategic plans after the termination of the proposed Office income and market approaches, specifically the discounted
Depot merger, the Company identified certain factors that cash flow (“DCF”) and guideline public company methods.
indicated it was more likely than not that the fair value of the The resulting fair value of the reporting unit was lower than its
Europe Delivery reporting unit was lower than its carrying carrying value, and therefore the reporting unit failed step one
value. These factors included: of the impairment test. As a result, the Company performed
step two of the impairment test to determine the amount of
•
Europe Delivery continued to experience operating the impairment charge.
challenges during the second quarter of 2016, and was
expected to experience further challenges in the near The fair value estimates incorporated in step two for intangible
to mid-term as a result of delays in its restructuring and assets were primarily based on the income approach,
transformation activities. specifically the multi-period excess earnings and relief from
royalty methods. For owned real property, the Company
• Britain’s decision in June 2016 to exit the European Union used a combination of the income and market approaches
(“Brexit”) resulted in increased uncertainty in the economic to determine fair value. Based on the results of the second
and political environment in Europe. step of the impairment test, the Company determined that
the reporting unit’s $630 million of goodwill was fully impaired,
•
In May 2016, Staples announced its Staples 20/20 and therefore it recorded an impairment charge of this amount
strategic plan under which it plans to focus on its in the second quarter of 2016. This charge is included in
North American businesses, reducing its emphasis on Pretax loss from discontinued operations in the Company’s
International Operations. The Company announced it consolidated statement of income for 2016.
was exploring strategic alternatives for its European
operations, and hired outside advisors to evaluate a The valuation methodologies used in step two incorporated
potential sale of the business. unobservable inputs reflecting significant estimates and
assumptions made by management. Accordingly, the
•
Information obtained in the second quarter during Company classified these measurements as Level 3 within
the process of marketing the European business for the fair value hierarchy. Key inputs included expected sales
sale, including the likely absence of strategic buyers growth rates, customer attrition rates, operating income
and the indications of value received from potential margins, market-based royalty rates, market comparables for
financial buyers. real property, and discount rates.
Based on its consideration of the factors above, the Company As noted in Note D - Discontinued Operations, in the fourth
concluded it was necessary to perform an interim goodwill quarter of 2016 the Company completed the sale of its retail
impairment test in the second quarter of 2016 for the Europe stores business in the United Kingdom, and in February 2017
Delivery reporting unit pursuant to the guidelines of ASC it completed the sale of a controlling interest in its remaining
Topic 350, “Intangibles - Goodwill and Other”. European operations.
Goodwill impairment testing in 2015 and 2014

The Company recorded no goodwill impairment charges during Australia, $116 million related to China, and $13 million related
2015. In 2014 the Company recorded goodwill impairment to South America. These reporting units are now included in
charges of $410 million, including $280 million related to the Other category in the Company’s segment reporting.
The changes in the carrying amounts of goodwill during fiscal 2015 and 2016 are as follows (in millions):
Foreign
Exchange Accumulated
Goodwill 2015 Fluctuations Goodwill impairment as of
at January 31, 2015 Additions and Adjustments at January 30, 2016 January 30, 2016
North American Delivery $1,247 $3 $— $1,250 $—
North American Retail 662 1 (6) 657 —
Other operations 131 — (5) 125 (410)
Continuing Operations 2,040 4 (11) 2,032 (410)
Discontinued Operations 640 3 (23) 621 (771)
Consolidated $2,680 $7 $(34) $2,653 $(1,181)
STAPLES C-17
Appendix C

Foreign
Exchange Accumulated
Goodwill 2016 2016 2016 Fluctuations Goodwill impairment as of
at January 30, 2016 Additions Impairments Disposals and Adjustments at January 28, 2017 January 28, 2017
North American Delivery $1,250 $30 $— $(19) $(3) $1,258 $—
North American Retail 657 — (628) — 3 32 (628)
Other operations 125 — (120) — (5) — (530)
Continuing Operations 2,032 30 (748) (19) (5) 1,290 (1,158)
Discontinued Operations 621 — (630) — 9 — (1,401)
Consolidated $2,653 $30 $(1,378) $(19) $4 $1,290 $(2,559)
Long-Lived Assets
The Company recorded long-lived asset impairment charges considered the expected net cash flows to be generated by the
related to continuing operations of $35 million, $37 million use of the assets through the store closure dates, as well as the
and $59 million in 2016, 2015, and 2014, respectively. The expected cash proceeds from the disposition of the assets, if any.
following is a summary of these charges:
The Company recorded long-lived asset impairment charges
• The $35 million of charges in 2016 primarily relate to the related to discontinued operations of $288 million, $14 million,
impairment of fixed assets at North American retail stores. and $1 million in 2016, 2015, and 2014, respectively. The
following is a summary of the these charges:
• The $37 million of charges in 2015 include $22 million
related to the disposal of information technology assets • The $288 million of charges in 2016 includes $231 million
related to the Company’s North American retail stores, related to the impairment of long-lived assets upon the
and $15 million related to the impairment of fixed assets, initial classification of the Company’s European operations
primarily at North American retail stores. as held for sale (see Note D - Discontinued Operations),
$30 million related to a customer relationship asset
• The $59 million of charges in 2014 primarily relate to the related to the Company’s European operations, and $27
impairment of fixed assets at North American retail stores. million related to the impairment of assets at European
retail stores.
These charges related to retail store assets were based on
measurements of the fair value of the impaired assets derived • The $14 million of charges in 2015 and $1 million charge
using the income approach, specifically the DCF method, which in 2014 primarily related to the impairment of assets at
incorporated Level 3 inputs as defined in ASC 820. The Company European retail stores.
Intangible assets
The Company’s intangible assets are amortized on a straight-line basis over their estimated useful lives and are summarized below
(in millions):

Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Net Amount Amortization Net
Customer relationships $475 $(319) $156 $525 $(347) $178
Technology 74 (30) 44 72 (20) 52
Tradenames 9 (4) 5 9 (4) 5
Total $558 $(353) $205 $606 $(371) $235
Estimated future amortization expense associated with the intangible assets at January 28, 2017 is as follows (in millions):
Fiscal Year Total

2017 $52
2018 50
2019 41
2020 26
2021 17
Thereafter 19
$205

Appendix C

NOTE D — DISCONTINUED OPERATIONS

During 2016 the Company announced its Staples 20/20 operations. The Company closed on the sale of this controlling
strategic plan, under which the Company plans to focus on interest in February 2017. The Company has presented its
growth opportunities in North America. In connection with this combined European operations as discontinued operations
plan, in the fourth quarter of 2016 the Company disposed of in the Company’s consolidated financial statements. The
its retail business in the United Kingdom and entered into an European operations were a component of the Company’s
agreement to sell a controlling interest in its remaining European former International Operations segment.
Disposal of retail store business in the United Kingdom

On November 18, 2016 the Company completed the sale of million). The related leases expire at various dates through
100% of the outstanding shares of the entities operating to 2027, with a weighted average remaining term of 5.7 years,
its retail stores business in the United Kingdom (“UK Retail”) and the terms may not be extended. The Company would be
for total consideration of one pound sterling. Upon completion required to make payment under these arrangements in the
of the transaction, Staples delivered the UK Retail business event a settlement is negotiated and agreed upon with the
to the buyer with approximately $28 million (£23 million) of applicable landlord and a release of the corresponding lease
unrestricted cash on-hand. The Company recognized a obligations is obtained, or upon a default by the buyer. The fair
$114 million loss on sale related to this transaction, which is value of the guarantee liability was derived using the income
included in Loss on sale related to discontinued operations in approach, incorporating Level 3 inputs as defined in ASC 820.
the consolidated statement of income for 2016. Key inputs and assumptions included probability of default,
market rental rates, costs to obtain a release from future lease
The $114 million loss on sale is inclusive of $34 million related obligations, and discount rates.
to the fair value of the Company’s liability related to certain lease
obligations which the Company will continue to guarantee after Other than with respect to the Company's obligations related to
completion. The total amount of lease obligations for which the the guarantees, the Company does not expect to have significant
Company is a guarantor is approximately $160 million (£127 continuing involvement with UK Retail after completion.
Disposal of remaining European Operations subsequent to the end of fiscal 2016

On December 7, 2016, the Company entered into an dividend. Upon completion of the transaction, Staples delivered
agreement ("Signing Protocol") with an affiliate of Cerberus the European Operations with approximately €166 million
Capital Management, L.P. (“Cerberus”), pursuant to which ($175 million) related to a preliminary estimate of the requisite
Cerberus made a binding offer to purchase the Shares unrestricted cash, which is equal to (i) €20 million, plus (ii) €146
(defined below) related to the Company’s remaining European million relating to indebtedness, underfunded pension liabilities,
operations (“European Operations”). Appended to the Signing working capital, and certain other adjustments, plus an additional
Protocol was a form of the share purchase agreement ("SPA") €6 million ($7 million) related to other obligations outlined in the
which incorporates the key term and conditions of the sale. SPA. The preliminary estimate of the unrestricted cash amount
The Company’s acceptance of the offer and its entry into the is subject to adjustment based on finalization of the completion
SPA was subject to completion of certain European works accounts, which is to occur no later than 90 days following
council consultation procedures and applicable waiting closing. The preliminary unrestricted cash amount may vary
periods required by relevant European legislation and practice. significantly from the actual amount calculated as of completion.
On February 2, 2017, following the completion of these The European Operations are classified as held for sale at
consultation procedures and waiting periods, Staples January 28, 2017. As a result of this classification, the Company
and Cerberus executed the SPA, which was amended on recorded an impairment charge of $231 million during the
February 23, 2017, and on February 27, 2017 the parties fourth quarter of 2016, related to $226 million of property
completed the transaction. Following the closing, Staples plant and equipment and $5 million related to intangible
will provide certain customary transitional services during a assets. These charges are included in Loss from discontinued
period of up to 36 months, and will partner with the disposed operations in the consolidated statement of income. In the first
operations on managing certain global customer accounts. quarter of 2017, the Company expects to record additional
Commercial transactions between the parties following the losses in connection with the closing of this transaction, which
closing of the transaction are not expected to be significant. are currently estimated to be between $800-900 million,
including the release of cumulative translation losses and the
Under the terms of the SPA, as amended, the Company sold to write-off of deferred pension costs recorded as a component
Cerberus 85% of the common shares and 100% of the preferred of accumulated other comprehensive income.
shares in the Company's subsidiary holding the European
Operations (collectively, the “Shares”) for total consideration of €50 The table below provides a reconciliation of the carrying
million ($53 million). The purchase consideration also provides the amounts of the major classes of assets and liabilities of the
divested business with a perpetual, royalty-free license to use the discontinued operations to the amounts presented separately
Staples trade name on the European continent, with exclusivity in the consolidated balance sheets. The carrying amounts as
within that territory. Staples will retain 15% of the common shares, of January 30, 2016 include balances related to UK Retail,
which the Company plans to account for using the cost method whereas the amounts as of January 28, 2017 do not since the
of accounting. The preferred shares provide for a liquidation business had been divested as of that date.
preference equal to €50 million and a 10% cumulative preferred
STAPLES C-19
Appendix C


Receivables, net $294 $356
Merchandise inventories 188 287
Property, plant and equipment 226 300
Goodwill — 621
Intangible assets 5 39
Other assets 86 87
Loss recognized on classification as held for sale (231) —
Assets of discontinued operations 568 1,690
Accounts payable 174 209
Accrued expenses and other current liabilities 145 193
Other liabilities 83 69
Liabilities of discontinued operations $402 $471
The following table provides the major classes of line items constituting the results of operations for discontinued operations
for 2016, 2015, and 2014. This table includes the results of operations for UK Retail through November 18, 2016, the date of
its disposition.
Fiscal year ended

Sales $1,970 $2,295 $2,808
Cost of goods sold and occupancy costs 1,451 1,688 2,045
Gross profit 519 607 763
Operating expenses:
Selling, general and administrative 524 606 720
Impairment of goodwill and long-lived assets 686 14 1
Restructuring costs — 46 13
Total operating expenses 1,217 679 748
Gain (loss) on sale of businesses and assets, net 1 — (2)
Operating (loss) income (697) (72) 13
Interest and other, net (3) — 2
Pretax operating (loss) income of discontinued operations (700) (72) 15
Loss recognized on classification as held for sale (231) — —
Loss on sale of discontinued operations (114) — —
Total pretax (loss) income of discontinued operations (1,045) (72) 15
Income tax (benefit) expense (7) 11 5
(Loss) income of discontinued operations $(1,038) $(83) $10
The following table summarizes depreciation and capital expenditures for discontinued operations for 2016, 2015, and 2014.
Fiscal year ended

Depreciation $39 $41 $48
Acquisition of property & equipment 28 50 55

Appendix C

NOTE E — SALE OF BUSINESSES AND ASSETS

In April 2016, Staples entered into an agreement to sell and $13 million of long-lived assets recognized upon the initial
substantially all of the assets and transfer certain liabilities classification of SPS as held for sale in the second quarter of
related to its commercial printing solutions business (Staples 2016. The loss is included in (Loss) gain on sale of businesses
Print Solutions, or “SPS”) for cash consideration of $85 and assets, net in the condensed consolidated statement of
million. The transaction closed on July 5, 2016. The sale income for 2016. SPS was a component of the Company’s
price was subject to a working capital adjustment that was North American Delivery segment.
finalized in the fourth quarter of 2016, the impact of which
was not material. The Company recognized a total loss of SPS’s pretax income in 2016 through the date of disposal
$57 million on the sale of SPS, including $9 million related to was $10 million. SPS’s pretax income in 2015 and 2014 was
the settlement of pension obligations related to this business. $22 million and $29 million, respectively. The table below
Following the settlement of the pension obligations, the shows the major classes of SPS’s assets and liabilities at the
Company terminated the related pension plan. The loss on time of the disposition (in millions):
sale also includes the impairment of $19 million of goodwill
July 5, 2016
ASSETS
Receivables $51
Inventories 57
Other assets 4
Total assets $112
LIABILITIES
Accounts payable and other current liabilities $12
Total liabilities $12
During 2016, the Company also sold certain real estate During the first quarter of 2014, the Company completed the
property, recognizing a net gain of $2 million. sale of its Smilemakers, Inc. business unit, recognizing a gain
of $23 million. Smilemakers, Inc. was a component of the
Additionally, during 2016, the Company completed the sale Company’s North American Delivery segment. The Company
of its retail stores business in the United Kingdom - see also completed the sale of a small U.S. business that was
Note D - Discontinued Operations. a component of the Company’s North American Delivery
segment in the third quarter of 2014, recognizing a gain of
During 2015, the Company sold certain real estate properties $6 million.
and other property and equipment, as well as a small business
unit in Australia. The company recognized a net loss of in $5
million in 2015 related to these sales.
NOTE F — ACCRUED EXPENSES AND OTHER CURRENT

LIABILITIES
The major components of Accrued expenses and other current liabilities are as follows (in millions):

Taxes $183 $176
Employee related 304 314
Restructuring reserves 53 82
Advertising and marketing 77 65
Other 406 523
Total $1,023 $1,160
STAPLES C-21
Appendix C

NOTE G — DEBT AND CREDIT AGREEMENTS

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

January 2018 Notes $499 $498
January 2023 Notes 497 496
Other lines of credit 1 2
Capital lease obligations and other notes payable 51 35
1,048 1,031
Less: current portion (519) (15)
Net long-term debt $529 $1,016
Aggregate annual maturities of long-term debt and capital lease obligations are as follows (in millions):
Fiscal Year: Total

2017 $519
2018 29
2019 3
2020 1
2021 —
Thereafter 500
$1,052
Unamortized discounts and debt issuance costs (4)
$1,048
Future minimum lease payments under capital leases of to the Notes. The Company may redeem the Notes at any
$49 million are included in aggregate annual maturities shown time at certain redemption prices specified in the indenture
above. Staples entered into $34 million and $12 million of new governing the Notes. Upon the occurrence of both (a) a change
capital lease obligations in 2016 and 2015, respectively. of control of Staples, Inc., as defined in the indenture, and (b) a
downgrade of the Notes below an investment grade rating by
Interest paid by Staples in 2016 totaled $173 million, which both of Moody’s Investors Service, Inc. and Standard & Poor’s
includes $130 million related to financing arrangements Ratings Services within a specified period, the Company will
associated with the Company’s terminated agreement to be required to make an offer to purchase the Notes at a price
merge with Office Depot. Interest paid in 2015 and 2014 was equal to 101% of their principal amount, plus accrued and
$49 million and $51 million, respectively. There was no interest unpaid interest to the date of repurchase. The Notes are not
capitalized in 2016, 2015 or 2014. guaranteed by any of the Company’s subsidiaries.
January 2018 Notes and January 2023 Notes: In Revolving Credit Facility: On November 22, 2016, the
January 2013, the Company issued $500 million aggregate Company entered into a new credit agreement (the “November
principal amount of 2.75% senior notes due January 2018 2021 Revolving Credit Facility”) with Bank of America, N.A., as
(the “January 2018 Notes”) and $500 million aggregate Administrative Agent and the other lending institutions named
principal amount of 4.375% senior notes due January 2023 therein. The November 2021 Revolving Credit Facility replaces
(the “January 2023 Notes”, or collectively “the Notes”), for the credit agreement dated as of May 31, 2013, which provided
total net proceeds after the original issue discount and the for a maximum borrowing of $1 billion and was due to expire in
underwriters’ fees of $991 million. The Notes were issued with May 2018 (the “Prior Agreement”). As of November 22, 2016,
original discounts at 99.727% and 99.808%, respectively. The no borrowings were outstanding under the Prior Agreement
Notes rank equally with all of the Company’s other unsecured and the Company did not borrow under the November 2021
and unsubordinated indebtedness. The indenture governing Revolving Credit Facility during 2016. The November 2021
the notes contains covenants that will limit the Company’s Revolving Credit Facility provides for a maximum borrowing
ability to create certain liens and engage in certain sale and of $1.0 billion, which pursuant to an accordion feature may be
leaseback transactions. The indenture does not limit the increased to $1.5 billion upon our request and the agreement
amount of debt that the Company or any of the Company’s of the lenders participating in the increase. Borrowings may
subsidiaries may incur. Interest on these Notes is payable in be syndicated loans, swing line loans, multicurrency loans,
cash on a semi-annual basis on January 12 and July 12 of each or letters of credit, the combined sum of which may not
year. The interest rate payable on the Notes will be subject to exceed the maximum borrowing amount. Amounts borrowed
adjustments from time to time if Moody’s Investors Service, may be repaid and reborrowed from time to time until
Inc. or Standard & Poor’s Ratings Services downgrades (or November 22, 2021. Borrowings will bear interest at various
downgrades and subsequently upgrades) the rating assigned interest rates depending on the type of borrowing, and will

Appendix C

reflect a percentage spread based on our credit rating. The under the Company’s commercial paper program reduce
Company will pay a facility fee at rates that range from 0.100% the borrowing capacity available under the revolving credit
to 0.250% per annum depending on its credit rating. The facility by a commensurate amount. The Company typically
November 2021 Revolving Credit Facility is unsecured and uses proceeds from the Commercial Paper Notes for general
ranks pari passu with the Company’s public notes and other purposes, including working capital, capital expenditures,
indebtedness and contains customary affirmative and negative acquisitions and share repurchases. Maturities of the
covenants for credit facilities of this type. The November 2021 Commercial Paper Notes vary, but may not exceed 397 days
Revolving Credit Facility also contains financial covenants from the date of issue. The maximum amount outstanding
that require the Company to maintain a minimum ratio of under the commercial paper program during 2016 was $188
consolidated EBIT plus rental expense to consolidated total million. As of January 28, 2017, no Commercial Paper Notes
interest expense plus rental expense and a maximum adjusted were outstanding.
funded debt to EBITDAR ratio.
Other Lines of Credit: The Company has various other lines of
Commercial Paper Program: The Company has a commercial credit under which it may borrow a maximum of $76 million. At
paper program (“Commercial Paper Program”) that allows January 28, 2017, the Company had outstanding borrowings
it to issue up to $1.0 billion of unsecured commercial paper of $1 million, leaving $75 million of available credit at that date.
notes (“Commercial Paper Notes”) from time to time. The
November 2021 Revolving Credit Facility serves as a back-up There were no instances of default during 2016 under any of
to the Commercial Paper Program. Borrowings outstanding the Company’s debt agreements.
Deferred Financing Fees

In connection with the issuance of certain debt instruments, the of the financing fees is classified as interest expense. Deferred
Company incurred financing fees which are being amortized financing fees amortized to interest expense were $2 million for
over the terms of the related debt instruments. Amortization each of 2016, 2015 and 2014.
NOTE H — FAIR VALUE MEASUREMENTS

ASC Topic 820 establishes a fair value hierarchy that prioritizes The fair values of cash and cash equivalents, receivables,
the inputs used to measure fair value. The hierarchy gives the accounts payable, accrued expenses, other current liabilities
highest priority to quoted prices in active markets for identical and short-term debt approximate their carrying values
assets or liabilities (Level 1 measurement), then priority to because of their short-term nature. The carrying values of the
quoted prices for similar instruments in active markets, quoted Company’s capital lease and commercial paper obligations
prices for identical or similar instruments in markets that are approximate fair value. The following table shows the difference
not active and model-based valuation techniques for which all between the financial statement carrying value and fair value
significant assumptions are observable in the market (Level 2 of the Company’s debt obligations as of January 28, 2017
measurement), then the lowest priority to unobservable inputs and January 30, 2016 (in millions). The fair values of these
(Level 3 measurement). notes were determined based on quoted market prices and
are classified as Level 1 measurements.

Carrying Value Fair Value Carrying Value Fair Value
January 2018 Notes $499 $503 $498 $496
January 2023 Notes 497 509 496 488
From time to time the Company has investments in money and cash equivalents in the condensed consolidated balance
market funds that are measured and recorded in the financial sheet, was $111 million. There were no material money market
statements at fair value on a recurring basis. The fair values investments as of January 30, 2016.
are based on quotes received from third-party banks and are
classified as Level 1 measurements. As of January 28, 2017, There are no other material assets or liabilities measured at
the fair value of these investments, which are classified as Cash fair value.
STAPLES C-23
Appendix C

NOTE I — COMMITMENTS AND CONTINGENCIES

Commitments
Staples leases certain retail and support facilities under long- non-cancelable subleases. Rent expense for continuing
term non-cancelable lease agreements. Most lease agreements operations was $576 million, $595 million and $657 million
contain renewal options and rent escalation clauses and, in for 2016, 2015 and 2014, respectively. Rent expense for
some cases, allow termination within a certain number of years discontinued operations was $78 million, $96 million and $110
with notice and a fixed payment. Certain agreements provide million for 2016, 2015 and 2014, respectively.
for contingent rental payments based on sales.
As of January 28, 2017, Staples had contractual purchase
Other long-term obligations for continuing operations at obligations that are not reflected in the Company’s consolidated
January 28, 2017 include $50 million relating to future rent balance sheets totaling $460 million for continuing operations
escalation clauses and lease incentives under certain existing and $6 million for discontinued operations. Many of the
operating lease arrangements. These rent obligations are Company’s purchase commitments may be canceled by
recognized on a straight-line basis over the respective terms the Company without advance notice or payment and,
of the leases. Future minimum lease commitments due for accordingly, the Company has excluded such commitments
retail, distribution, fulfillment and support facilities (including from the following schedule. Contracts that may be terminated
restructured facilities) and equipment leases under non- by the Company without cause or penalty, but that require
cancelable operating leases are as follows (in millions): advance notice for termination, are valued on the basis of an
estimate of what the Company would owe under the contract
Continuing Discontinued upon providing notice of termination. Expected payments
Fiscal Year: operations operations related to such purchase obligations are as follows (in millions):
2017 $559 $47
2018 442 37 Continuing Discontinued
Fiscal Year: operations operations
2019 338 30
2017 $264 $5
2020 251 23
2018 71 1
2021 176 16
2019 42 —
Thereafter 258 49
2020 27 —
$2,024 $202
2021 24 —
The Company also guarantees certain lease obligations of its Thereafter 32 —
divested retail business in the United Kingdom - see Note D $460 $6
- Discontinued Operations for additional information related to
these commitments. Letters of credit are issued by Staples during the ordinary
course of business through major financial institutions as
Future minimum lease commitments for continuing and required by certain vendor contracts. As of January 28, 2017,
discontinued operations exclude the impact of $28 million Staples had open standby letters of credit totaling $89 million.
and $2 million, respectively, of minimum rentals due under
Contingencies
The Company has investigated, with the assistance of outside or online payment transactions for a period while the incident
experts, a data security incident involving unauthorized access was being investigated, and to further enhance the security
into the computer systems of PNI Digital Media Ltd (“PNI”), of its retailer customers’ data. To date, the Company has
a subsidiary of the Company, which the Company acquired incurred incremental expenses of $18 million related to the
in July 2014. PNI, which is based in Vancouver, British incident. The expenses reflect professional service fees
Columbia, provides a software platform that enables retailers incurred by the Company, claims by PNI’s retailer customers,
to sell personalized products such as photo prints, photo and litigation settlement amounts. Additional losses and
books, calendars, business cards, stationery and other similar expenses relating to the incident are probable; however, at this
products. PNI’s customers include a number of major third party stage, the Company does not have sufficient information to
retailers, as well as affiliates of the Company. The investigation reasonably estimate such losses and expenses. The types of
determined that an unauthorized party entered PNI’s systems losses and expenses that may result from the incident include,
and was able to deploy malware on some of PNI’s servers without limitation: claims by PNI’s retailer customers, including
supporting its clients. The malware was designed to capture indemnification claims for losses and damages incurred by
data that end users input on the photosites. Some of PNI’s them; claims by end-users of PNI’s services, including class
affected customers have notified certain of their users of a action lawsuits that have been filed, and further class action
potential compromise of the users’ payment card information lawsuits that may be filed, in Canada and the United States;
and/or other personal information. PNI took prompt steps to investigations and claims by various regulatory authorities in
contain the incident, including disabling the retailer photosites Canada and the United States; investigation costs; remediation

Appendix C

costs; and legal fees. The Company will continue to evaluate On February 26, 2014, after trial, the jury returned a verdict
information as it becomes known and will record an estimate in plaintiff’s favor, awarding him approximately $3 million in
for additional losses or expenses at the time or times when compensatory damages and approximately $22 million in
it is both probable that any loss has been incurred and the punitive damages. The Company filed a series of post-trial
amount of such loss is reasonably estimable. Such losses may motions asking the trial court to vacate the jury verdict and
be material to our results of operations and financial condition. order a new trial or, if the verdict is not vacated, to reduce
The Company maintains network security insurance coverage, the amount of damages awarded through the process of
which the Company expects would help mitigate the financial remittitur. The trial court granted judgment notwithstanding the
impact of the incident. verdict as to the punitive damages assessed against Staples,
Inc., reducing the total judgment to approximately $16 million.
In 2013 the Company completed the sale of its European The trial court also awarded Nickel approximately $1 million
Printing Systems Division (“PSD”), recognizing a preliminary in attorneys’ fees and costs. The Company filed an appeal
loss on disposal of $81 million that is subject to the impact with the California Court of Appeal in November 2015 and
of a working capital adjustment to the purchase price. the matter was heard in April 2016. On May 26, 2016, the
On April 22, 2015, the purchaser commenced litigation Court of Appeal ruled against the Company, and subsequently
in Amsterdam District Court claiming that it was entitled denied the Company’s Request for Rehearing. On July 5,
to a purchase price adjustment of €60 million. On April 22, 2016, Staples filed a Petition for Review with the California
2015, the Company made a payment to the purchaser of Supreme Court. On July 19, 2016, Nickel filed his Answer to
approximately €4 million (the amount of the purchase price the Petition for Review and on July 28, 2016, Staples filed
adjustment the Company believed was appropriate) and the its Reply to Nickel’s Answer to the Petition for Review. The
purchaser reduced its claim accordingly. The purchaser further Supreme Court denied the petition for review on August 10,
reduced its claim to €52 million in response to expert reports 2016. Staples subsequently paid approximately $22 million
submitted by the Company in the court case. The court held to satisfy the outstanding judgment, including interest and
a hearing on December 1, 2015, and on January 13, 2016, Nickel’s attorney’s fees and costs.
it issued a judgment rejecting the purchaser’s claims in their
entirety and awarding costs to the Company. The purchaser From time to time, the Company is involved in litigation arising
filed a notice of appeal on February 15, 2016, which the from the operation of its business that is considered routine
Company opposed. The Court held a hearing on the appeal on and incidental to its business. The Company estimates
September 14, 2016, and its ruling is pending. If the purchaser exposures and establishes reserves for amounts that are
prevails on appeal, it could result in an adjustment, which may probable and can be reasonably estimated. However,
be material, to the loss we recorded for the transaction. litigation is inherently unpredictable and the outcome of legal
proceedings and other contingencies could be unexpected or
In 2012, plaintiff Bobby Dean Nickel filed an employment differ from the Company’s reserves. The Company does not
discrimination lawsuit against the Company and its subsidiary, believe it is reasonably possible that a loss in excess of the
Staples Contract & Commercial, Inc. The lawsuit alleged that amounts recognized in the consolidated financial statements
Nickel’s 2011 termination was based on his age (over 40). In as of January 28, 2017 would have a material adverse effect
August 2013, the trial court denied summary judgment on the on its business, results of operations, financial condition or
age discrimination claim, but granted it as to all other claims. cash flows.
STAPLES C-25
Appendix C

NOTE J — INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. The approximate tax effect of the significant
components of Staples’ deferred tax assets and liabilities related to continuing operations are as follows (in millions):

Deferred income tax assets:
Deferred rent $20 $22
Net operating loss carryforwards 59 70
Capital loss carryforwards 14 13
Employee benefits 87 98
Bad debts 16 18
Inventory 17 14
Insurance 32 34
Deferred revenue 12 11
Depreciation 22 19
Financing 1 36
Accrued expenses 13 20
Store closures 25 35
Acquisition Costs — 20
Other—net 14 10
Total deferred income tax assets 332 420
Total valuation allowance (85) (76)
Net deferred income tax assets $247 $344
Deferred income tax liabilities:
Intangibles $(91) $(104)
Depreciation (36) (34)
Other—net (5) (3)
Total deferred income tax liabilities (132) (141)
Net deferred income tax assets $115 $203
The following table summarizes net deferred income tax assets and liabilities for discontinued operations (in millions):

Net deferred income tax assets $— $7
Net deferred income tax liabilities $(2) $(22)
The deferred tax asset from tax loss carryforwards related to The valuation allowance increased by $9 million during 2016
continuing operations of $59 million represents approximately due to the establishment of valuation allowances in certain
$192 million of net operating loss carryforwards, $80 million foreign jurisdictions, in part due to current year operating
of which are subject to expiration beginning in 2017. The losses for which the Company has concluded it is more likely
remainder has an indefinite carryforward period. than not a tax benefit will not be realized.
For financial reporting purposes, income from continuing

operations before income taxes includes the following
components (in millions):
2016 2015 2014

Pretax income (loss):
United States $(407) $463 $545
Foreign 55 101 (292)
(Loss) income from continuing operations before income taxes $(352) $564 $253

Appendix C

The provision (benefit) for income taxes related to continuing operations consists of the following (in millions):
2016 2015 2014

Current tax expense:
Federal $(7) $54 $117
State 12 3 36
Foreign 33 7 14
Deferred tax expense (benefit):
Federal 52 17 (52)
State 5 1 (9)
Foreign 12 20 22
Total income tax expense $107 $102 $128
See Note D - Discontinued Operations for the income and A reconciliation of the federal statutory tax rate to Staples’
losses from discontinued operations before income taxes and effective tax rate on income from continuing operations is
related income taxes reported in 2016, 2015 and 2014. All as follows:
pre-tax income presented in discontinued operations is related
to foreign operations.
2016 2015 2014

Federal statutory rate 35.0% 35.0% 35.0%
State effective rate, net of federal benefit (2.0) 2.5 (1.7)
Effect of foreign taxes 17.8 (12.8) (22.1)
Tax credits 1.0 (0.5) (1.1)
Changes in uncertain tax positions (2.3) (8.8) (14.4)
Goodwill impairment (73.1) — 46.6
Change in valuation allowance (2.9) 1.1 9.8
Other (4.0) 1.6 (1.2)
Effective tax rate (30.5)% 18.1% 50.9%
The effective tax rate in any year is impacted by the geographic Income tax payments related to consolidated operations were
mix of earnings. Additionally, certain foreign operations are $71 million, $205 million and $204 million during 2016, 2015
subject to both U.S. and foreign income tax regulations, and and 2014, respectively.
as a result, income before tax by location and the components
of income tax expense by taxing jurisdiction are not directly As of January 30, 2016, the Company had $586 million of
related. The 2016 and 2014 effective tax rates were unfavorably undistributed earnings. It is the Company’s intention to
impacted by goodwill impairment charges that were largely indefinitely reinvest a portion of the undistributed earnings
non-deductible (see Note C - Goodwill and Long-Lived outside of the U.S., and for jurisdictions not deemed
Assets). The 2016, 2015 and 2014 effective tax rates were indefinitely reinvested there would be no incremental tax due
favorably impacted by changes in uncertain tax positions. upon remittance. Accordingly, deferred income taxes have
not been provided for these funds. The determination of the
The Company operates in multiple jurisdictions and could be amount of the unrecognized deferred tax liability related to
subject to audit in these jurisdictions. These audits can involve the undistributed earnings is not practicable because of the
complex issues that may require an extended period of time complexities associated with its hypothetical calculation.
to resolve and may cover multiple years. In the Company’s During 2014, the Company repatriated $127 million of cash
opinion, an adequate provision for income taxes has been held by a foreign subsidiary, and as a result recorded income
made for all years subject to audit. tax expense of $11 million in 2014 related to the net tax cost in
the U.S. stemming from the repatriation.
Uncertain Tax Positions

At January 28, 2017, the Company had $137 million of gross the Company’s tax rate. The Company does not reasonably
unrecognized tax benefits, of which $130 million, if recognized, expect any material changes to the estimated amount of
would affect the Company’s tax rate. At January 30, 2016, liability associated with its uncertain tax positions through
the Company had $136 million of gross unrecognized tax fiscal 2017.
benefits, of which $127 million, if recognized, would affect
STAPLES C-27
Appendix C

The following summarizes the activity related to the Company’s unrecognized tax benefits (in millions):
2016 2015 2014

Balance at beginning of fiscal year $136 $216 $281
Additions for tax positions related to current year 30 19 22
Additions for tax positions of prior years 8 5 36
Reductions for tax positions of prior years (8) (5) (88)
Reduction for statute of limitations expiration (22) (69) (17)
Settlements (7) (30) (18)
Balance at end of fiscal year $137 $136 $216
Staples is subject to U.S. federal income tax, as well as Staples’ continuing practice is to recognize interest and penalties
income tax of multiple state and foreign jurisdictions. The related to tax matters in income tax expense. The Company
Company has substantially concluded all U.S. federal income recognized interest (benefit) expense and penalties related to
tax matters for years through 2012. All material state, local and income tax matters of consolidated operations of $6 million,
foreign income tax matters for years through 2002 have been $(6) million, $2 million in 2016, 2015 and 2014, respectively,
substantially concluded. which was classified in income tax expense. The Company had
$34 million and $28 million accrued for gross interest and penalties
as of January 28, 2017 and January 30, 2016, respectively.
NOTE K — EQUITY BASED EMPLOYEE BENEFIT PLANS

Staples offers its associates share ownership through certain income tax benefit related to stock-based compensation was
equity-based employee compensation and benefit plans. In $21 million, $20 million, $18 million for 2016, 2015 and 2014,
connection with these plans, Staples recognized $61 million, respectively. As of January 28, 2017, Staples had $66 million
$63 million and $64 million of compensation expense for 2016, of unamortized stock compensation expense associated
2015 and 2014, respectively, of which approximately $4 million with its equity-based plans, which will be expensed over a
related to discontinued operations for each year. The total weighted-average period of 1.5 years.
Stock Award Plan

Under the 2014 Stock Incentive Plan, the Company may occurs over different periods, depending on the terms of the
grant restricted stock and restricted stock units (collectively, individual award, but expenses relating to these awards are
“Restricted Shares”) and non-qualified stock options to recognized on a straight line basis over the applicable vesting
associates. Prior to June 2014, Restricted Shares and non- period. For awards that include performance conditions,
qualified stock options were granted under the Company’s the Company recognizes compensation expense during
Amended and Restated 2004 Stock Incentive Plan. Shares the performance period to the extent achievement of the
issued pursuant to restricted stock awards are restricted in performance condition is deemed probable relative to targeted
that they are not transferable until they vest. Shares underlying performance. A change in the Company’s estimate of the
awards of restricted stock units are not issued until the units probable outcome of a performance condition is accounted
vest. Non-qualified stock options cannot be exercised until they for in the period of the change by recording a cumulative
vest. For stock awards with service conditions only, vesting catch-up adjustment.
Performance Shares
In April 2013, March 2014, March 2015 and April 2016, employed by or serving as a consultant to the Company at that
the Company entered into long-term performance share time, with certain exceptions for retirement, death, disability,
agreements with certain executives. Each arrangement and termination without cause.
covers a three year performance period. Payout under these
arrangements may range from 25% to 200% of target for For the arrangements entered into in April 2016, vesting is
each performance metric, depending on actual performance. based on cumulative performance over a three year period
Any award earned based on performance achieved may comprising fiscal years 2016 to 2018, and is 50% based on
be increased or decreased by 25% if the Company’s achieving certain operating income growth targets and 50%
cumulative total shareholder return (“TSR”) over the three based on achieving certain return on net assets percentage
year performance period is in the top or bottom one-third of targets. As of January 28, 2017, the aggregate target number
the S&P 500 TSR, respectively. Shares earned, if any, will be of shares for this award is 0.9 million, net of forfeitures, with a
issued on a fully-vested basis at the conclusion of the three- grant-date fair value of $9 million.
year performance period only if the grantee is still actively

Appendix C

For the arrangements entered into in April of 2013 and March For each performance period completed as of the end of
of 2014 and March of 2015, vesting for these awards is based 2016, the table below shows the target number of shares, the
on performance achieved in each fiscal year, with performance aggregate grant-date fair value, and the percentage of target
targets established at the beginning of each year, and is 50% shares earned based on the extent to which the performance
based on satisfaction of certain sales growth metrics and targets were achieved, subject to adjustment based on TSR at
50% based on achievement of certain return on net assets the end of the three year performance period.
percentage targets.
Target number of Grant date fair % of target

Performance period Award date shares (millions) value (millions) shares earned
March 2015 0.4 $3
2016 50%
March 2014 0.5 $4
March 2015 0.5 $7
2015 March 2014 0.5 $9 78.4%
April 2013 0.5 $8
March 2014 0.6 $7
2014 87.3%
April 2013 0.5 $6
The three year performance period related to the March 2014 Upon completion of the three-year performance period related
award was complete as of the end of 2016. The shares earned to the April 2013 award, in April 2016, the Company issued a
related to this award are expected to be issued in March 2017, total of 0.8 million shares on a fully vested basis, which reflects
and the amount earned based on performance will be reduced a 25% reduction related to the TSR multiplier.
by 25% based on the results of the TSR multiplier.
Restricted Shares
The following table summarizes activity related to Restricted Shares in 2016:
Restricted Shares(1)
Weighted-Average
Number of Shares Grant Date Fair
(in millions) Value Per Share
January 30, 2016 7 $ 13.84
Granted 7 8.18
Vested (3) 13.41
Canceled (2) 11.78
January 28, 2017 9 $ 10.04
(1) Excludes shares issuable under outstanding performance awards

The weighted-average grant date fair values per share of Restricted Shares granted during 2016, 2015 and 2014 were $8.18,
$14.68 and $11.73, respectively. The total market value of Restricted Shares vested during 2016, 2015 and 2014 was $37 million,
$74 million and $54 million, respectively.
Stock Options
The Company did not grant any stock options during 2014, 2015 or 2016. Information with respect to stock options granted in
2012 and prior is as follows (shares in millions):
Weighted-Average
Weighted-Average Remaining Aggregate
Number of Exercise Price Contractual Intrinsic Value (1)
Shares Per Share Term in Years (in millions)
Outstanding at January 30, 2016 20 $20.36
Granted — —
Exercised — —
Canceled (4) 20.76
Expired (2) 24.52
Outstanding at January 28, 2017 14 $19.67 2.32 $0
(1) The intrinsic value of the non-qualified stock options is the amount by which the market value of the underlying stock exceeds
the exercise price of an option.
STAPLES C-29
Appendix C

There were no options exercised in 2016 and the total intrinsic value of options exercised in 2015 and 2014 was $1 million and $1
million, respectively. All options are fully vested as of January 28, 2017.
Employee Stock Purchase Plan

Staples offers its associates the opportunity for share offering period through payroll deductions in an amount not
ownership pursuant to the Amended and Restated Employee to exceed 10% of an employee’s annual base compensation.
Stock Purchase Plan. U.S. and International associates are During 2016 and 2015, the Company issued 4 million and 3
able to purchase shares of Staples common stock at 85% million shares, respectively, pursuant to this plan.
of the market price of the common stock at the end of the
Shares Available for Issuance

At January 28, 2017, 64 million shares of common stock were reserved for issuance under Staples’ 2014 Plan, 2004 Plan, 401(k)
Plan and employee stock purchase plan.
NOTE L — PENSION AND OTHER POST-RETIREMENT

BENEFIT PLANS
The Company has sponsored pension plans that covered termination of employment. In 2016 the Company amended
certain employees in Europe and the U.S. As noted in this plan, which had the effect of reducing benefits for certain
Note D - Discontinued Operations, in February 2017 the plan participants. The amendment resulted in a curtailment
Company completed the sale of a controlling interest in its charge of $3 million, which is included in Selling, general
European Operations, and in conjunction with that transaction and administrative expense in the consolidated statement of
transferred the assets and liabilities related to the European income for 2016.
pension plans to the buyer. As noted in Note E - Sale of
Businesses and Assets, in July 2016 the Company completed Unless otherwise noted, the information contained in this
the sale of SPS, a component of its North American Delivery note includes both continuing and discontinued operations.
segment, and in connection with that transaction during the The amounts related to International Plans are included in
second half of 2016 it settled the pension obligations and discontinued operations in the consolidated balance sheet
terminated the plan related to this business, resulting in a and consolidated statement of income.
charge of $9 million which is included in (Loss) gain on sale of
businesses and assets, net in the consolidated statement of The following table presents a summary of the total projected
income for 2016. Following these transactions, the Company benefit obligation, the fair value of plan assets and the
no longer has obligations related to pension plans. associated funded status recorded in the consolidated balance
sheet at January 28, 2017 and January 30, 2016 (in millions):
The Company also sponsors 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

Projected Fair Value Projected Fair Value
Benefit of Plan Funded Benefit of Plan Funded
Obligations Assets Status Obligations Assets Status
Overfunded Plans:
International plans $(927) $978 $ 51 $(924) $ 969 $ 45
Underfunded Plans:
U.S. plans $ — $ — $ — $ (37) $ 27 $(10)
International plans (65) 37 (28) (65) 37 (28)
Total Underfunded Plans $ (65) $ 37 $(28) $(102) $ 64 $(38)

Appendix C

The following tables present a summary of the total net periodic cost (income) recorded in the Consolidated Statement of Income
for 2016, 2015 and 2014 related to the plans (in millions):
2016
Post-retirement
Pension Plans Benefit Plan
U.S. Plans International Plans Total Total
Service cost $— $11 $11 $2
Interest cost 2 21 23 3
Expected return on plan assets (2) (48 ) (50 ) —
Amortization of unrecognized losses and prior service costs 1 14 15 2
Settlement or curtailment loss 9 — 9 3
Total cost (benefit) $10 $(2 ) $8 $10
2015
Post-retirement
Expected return on plan assets (2) (50 ) (52 ) —
Amortization of unrecognized losses and prior service costs 1 13 14 3
Total cost (benefit) $1 $(3 ) $ (2 ) $8
2014
Post-retirement
Expected return on plan assets (2) (51) (53) —
Amortization of unrecognized losses and prior service costs — 10 10 2
Settlement loss 1 — 1 —
Total cost (benefit) $1 $(2) $(1) $5
STAPLES C-31
Appendix C

The following table presents the changes in benefit obligations during 2015 and 2016 (in millions):
Post-retirement
Pension Plans Benefit Plans
International
U.S. Plans Plans Total Total
Projected benefit obligation at January 31, 2015 $41 $1,169 $1,210 $59
Service cost — 19 19 2
Plan participants’ contributions — 1 1 —
Actuarial gains (4) (129) (133) (3)
Benefits paid (2) (44) (46) —
Other — (1) (1) —
Currency translation adjustments — (41) (41) —
Projected benefit obligation at January 30, 2016 $ 37 $989 1,026 $61
Service cost — 11 11 2
Actuarial losses (gains) — 43 43 (13)
Benefits paid (40) (43) (83) —
Negative amendment — — — (7)
Settlements and curtailments 1 — 1 (4)
Currency translation adjustments — (28) (28) —
Projected benefit obligation at January 28, 2017 $— $993 $993 $42
The accumulated benefit obligation for the International Plans respectively. The accumulated benefit obligation for the post-
at January 28, 2017 was $993 million. The accumulated retirement benefit obligation was $42 million and $61 million at
benefit obligation for the U.S. Plans and International Plans January 28, 2017 and January 30, 2016, respectively.
at January 30, 2016 was $37 million and $970 million,
The following table presents the changes in pension plan assets for each of the defined benefit pension plans during 2015 and
2016 (in millions):
International
U.S. Plans Plans Total
Fair value of plan assets at January 31, 2015 $31 $1,106 $1,137
Actual return on plan assets (2) (28) (30)
Employer's contributions — 10 10
Plan participants' contributions — 1 1
Benefits paid (2) (44) (46)
Currency translation adjustments — (39) (39)
Fair value of plan assets at January 30, 2016 $27 $1,006 $1,033
Actual return on plan assets 2 70 72
Employer's contributions 11 11 22
Benefits paid (40) (43) (83)
Currency translation adjustments — (29) (29)
Fair value of plan assets at January 28, 2017 $— $1,015 $1,015

Appendix C

Amounts recognized in the consolidated balance sheet consist of the following (in millions):
January 28, 2017

International Post-Retirement
Prepaid benefit cost (included in other assets) $51 $—
Accrued benefit liability (included in other long-term obligations) (28) (42)
Accumulated other comprehensive loss 291 1
Net amount recognized $314 $(41)
January 30, 2016

Post-retirement
International
U.S. Plans Plans Total Total
Prepaid benefit cost (included in other assets) $— $45 $45 $—
Accrued benefit liability (included in other long-term obligations) (10) (28) (38) (61)
Accumulated other comprehensive loss 10 283 293 31
Net amount recognized $— $300 $300 $(30)
Amounts recognized in accumulated other comprehensive loss sale of the Company’s European operations in February 2017,
(“AOCL”) are comprised of actuarial losses and prior service and will be reflected in the loss on sale to be recognized in the
costs. The amount recorded in AOCL as of January 28, 2017 first quarter of 2017.
related to International Plans was written off upon closing of the
Assumptions Used to Determine Plan Financial Information

The valuation of benefit obligations and net periodic pension include estimates of discount rates, expected return on plan
and post-retirement benefit cost uses participant-specific assets, rate of compensation increases, interest rates and
information such as salary, age and years of service, as mortality rates.
well as certain assumptions, the most significant of which
The following table presents the assumptions used to measure the net periodic cost and the year-end benefit obligations for the
defined benefit pension and post-retirement benefit plans for 2016, 2015 and 2014:
2016
Pension Plans
U.S. International Post-retirement
Plans Plans Benefit Plan
Weighted-average assumptions used to measure net periodic pension cost:
Discount rate 4.5% 1.9% 4.4%
Expected return on plan assets 6.0% 4.4% —%
Rate of compensation increase —% 1.9% —%
Weighted-average assumptions used to measure benefit obligations at year-end:
Discount rate —% 1.5% 4.4%
Rate of compensation increase —% 1.0% —%
Rate of pension increase —% 1.7% —%
STAPLES C-33
Appendix C

2015
Pension Plans
Rate of compensation increase —% 1.8% 3.5%
2014
Pension Plans
The following table shows the effect on pension obligations at January 28, 2017 of a change in discount rate and other assumptions
(in millions):
Change in Discount Rate

(0.25)% No change 0.25%
Change in rate of compensation increase:
(0.25)% $37 $(1) $(36)
No change 38 — (35)
0.25% 39 1 (34)
Change in rate of pension increase:
(0.25)% $1 $(35) $(68)
No change 38 — (35)
0.25% 77 37 (1)
The discount rate used is the interest rate on high quality (AA The target allocation reflected a risk/return profile Staples
rated) corporate bonds that have a maturity approximating the deemed appropriate relative to each plan’s liability structure
term of the related obligations. In estimating the expected return and return goals. Staples conducted periodic asset-liability
on plan assets, appropriate consideration is taken into account studies for the plan assets in order to model various potential
of the historical performance for the major asset classes held, or asset allocations in comparison to each plan’s forecasted
anticipated to be held, by the applicable pension funds and of liabilities and liquidity needs.
current forecasts of future rates of return for those asset classes.
Outside the United States, asset allocation decisions were
Staples’ investment strategy for pension plan assets was to seek typically made by an independent board of trustees. As in
a competitive rate of return relative to an appropriate level of risk the U.S., investment objectives were designed to generate
depending on the funded status of each plan. The majority of returns that enable the plan to meet its future obligations. In
the plans’ investment managers employed active investment some countries local regulations require adjustments in asset
management strategies with the goal of outperforming the allocation, typically leading to a higher percentage in fixed
broad markets in which they invest. Risk management practices income than would otherwise be deployed. Staples acted in
included diversification across asset classes and investment a consulting and governance role via its board representatives
styles and periodic rebalancing toward asset allocation targets. in reviewing investment strategy, with final decisions on asset
A portion of the currency risk related to investments in equity allocation and investment managers made by local trustees.
securities, real estate and debt securities was hedged.

Appendix C

The Company’s pension plans’ actual and target asset allocations at January 28, 2017 and January 30, 2016 are as follows:
International Plans
Actual Target
Asset allocation:
Equity securities 26% 25%
Debt securities 67% 62%
Real estate 6% 8%
Cash —% —%
Other 1% 5%
Total 100% 100%
January 30, 2016

Actual Target
U.S. International U.S. International
Plans Plans Total Plans Plans Total
Asset allocation:
Equity securities 48% 26% 27% 50% 26% 26%
Debt securities 49% 62% 62% 50% 62% 62%
Real estate 3% 8% 7% —% 8% 8%
Cash —% 2% 2% —% —% —%
Other —% 2% 2% —% 4% 4%
Total 100% 100% 100% 100% 100% 100%
Information on Fair Value of Plan Assets

The fair values of the Company’s pension plan assets at January 28, 2017 and January 30, 2016 by asset category are as follows
(in millions):
January 28, 2017

International Plans
Quoted Prices in
Active Markets for Significant Other Unobservable
Identical Assets Observable Inputs Inputs
Asset Category: Fair Market Value Level 1 Level 2 Level 3
Equity securities (1) $263 $209 $40 $14
Debt securities (2) 680 400 240 40
Real estate (3) 64 64 — —
Cash 2 2 — —
Other 6 12 (6) —
Total $1,015 $687 $274 $54
STAPLES C-35
Appendix C

January 30, 2016

U.S. Pension Plans International Plans
Quoted Prices Quoted Prices
in Active Significant in Active Significant
Markets for Other Markets for Other
Identical Observable Unobservable Identical Observable Unobservable
Assets Inputs Inputs Assets Inputs Inputs
Fair Market Fair Market
Asset Category: Value Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3
Equity securities (1) $13 $13 $— $— $264 $209 $37 $18
Debt securities (2) 13 5 — 8 627 412 211 4
Real estate (3) 1 1 — — 74 72 2 —
Cash — — — — 25 13 12 —
Other — — — — 16 — — 16
Total $27 $19 $— $8 $1,006 $706 $262 $38
(1) This category includes investments in equity securities of large, small and medium sized companies in the U.S. and in foreign
companies, including those in developing countries. The funds are valued using the net asset value method in which an
average of the market prices for the underlying investments is used to value the fund. For securities with unobservable inputs,
the value is based on audited statements for the underlying fund.
(2) This category includes investments in investment grade fixed income instrument, U.S. dollar denominated debt securities of
emerging market issuers and high yield fixed-income securities that are rated below investment grade. The funds are valued
using the net asset value method in which an average of the market prices for the underlying investments is used to value the
fund. For securities with unobservable inputs, the value is based on discounted future cash flows.
(3) This category includes investments in mortgage-backed and asset-backed securities. The funds are valued using the net
asset value method in which an average of the market prices for the underlying investments is used to value the fund.
The change in the fair value for the pension assets valued using significant unobservable inputs (Level 3) was due to the following
(in millions):
U.S. Plans International Plans

Balance at January 30, 2016 $8 $38
Actual return on plan assets still held at the reporting date — 16
Purchases, sales and settlements (8) —
Balance at January 28, 2017 $— $54
Expected Benefit Payments and Contributions

The following table presents the expected benefit payments to pension plan participants for the next five years, and the aggregate
for the following five years (in millions):
International
Pension Plans
2017 $41
2018 41
2019 40
2020 40
2021 40
2022-2026 195
These payments have been estimated based on the The 2017 expected benefit payments to plan participants not
same assumptions used to measure the plans’ projected covered by the respective plan assets (that is, underfunded
benefit obligation at January 28, 2017 and include benefits plans) represent a component of other long-term obligations in
attributable to estimated future compensation increases for the consolidated balance sheet.
the pension plans.
There are no expected benefit payments and contributions associated with the other post-retirement benefit plans.

Appendix C

Employees’ 401(k) Savings Plan and Other Defined Contribution Plans

Staples’ Employees’ 401(k) Savings Plan (the “401(k) Plan”) pre-tax contributions to the SERP Plan. Company contributions
is available to all United States based employees of Staples to the SERP Plan are based on a matching formula and
who meet minimum age and length of service requirements. vest ratably over a five-year period. Other income (expense)
Contributions by the Company to the 401(k) Plan are made in in the consolidated statement of income includes a gain of
cash. Contributions made prior to January 1, 2017 are subject $14 million in 2016 and a loss of $9 million in 2015 related
to pro-rata vesting over a five year period. Effective January 1, to investments associated with the SERP, with corresponding
2017, contributions are subject to a three year cliff vest. and offsetting amounts reflected in compensation expense in
selling, general and administrative expense in the consolidated
The Company’s Supplemental Executive Retirement Plan statement of income.
(the “SERP Plan”), which is similar in certain respects to the
401(k) Plan, is available to certain Company executives and The expense associated with the Company’s match for the
other highly compensated employees, whose contributions Staples 401(k) Savings Plan and for contributions related to
to the 401(k) Plan are limited, and allows such individuals to certain foreign defined contribution plans for 2016, 2015 and
supplement their contributions to the 401(k) Plan by making 2014 was $36 million, $37 million and $40 million, respectively.
NOTE M — ACCUMULATED OTHER COMPREHENSIVE

LOSS
The following table details the changes in accumulated other comprehensive loss (“AOCL”) for 2016, 2015 and 2014 (in millions):
Foreign Currency Accumulated Other

Translation Adjustment Deferred Benefit Costs Comprehensive Loss
Balance at February 1, 2014 $(255) $(252) $(507)
Foreign currency translation adjustment (403) — (403)
Deferred pension and other post-retirement
benefit costs (net of taxes of $18) — (138) (138)
Reclassification adjustments:
Release of cumulative translation adjustments to earnings
upon disposal of foreign businesses (net of taxes of $0) (2) — (2)
Amortization of deferred benefit costs (net of taxes of $0) — 9 9
Balance at January 31, 2015 $(660) $(381) $(1,041)
Foreign currency translation adjustment (132) — (132)
benefit costs (net of taxes of $11) — 40 40
Foreign currency translation adjustment 25 — 25
benefit costs (net of taxes of $8) — (8) (8)
Release of cumulative translation adjustments to earnings
upon disposal of foreign businesses (net of taxes of $0) 6 — 6
Settlement of pension liability (net of taxes of $6) — 9 9
Curtailment of post-retirement benefit plan (net of taxes of $8) — 14 14
STAPLES C-37
Appendix C

The following table details the line items in the consolidated statements of income affected by the reclassification adjustments
during 2016, 2015 and 2014 (in millions):
Amount reclassified from AOCL

2016 2015 2014
Selling, general and administrative $9 $4 $2
Loss on sale of businesses, net 9 — —
Income (loss) before tax (18) (4) (2)
Income tax benefit (7) — (1)
Income (loss) from continuing operations (11) (4) (1)
Income (loss) from discontinued operations (6) (13) (6)
Net income (loss) $(17) $(17) $(7)
NOTE N — COMPUTATION OF EARNINGS PER COMMON

SHARE
The computation of basic and diluted earnings per share for 2016, 2015 and 2014 is as follows (in millions, except per share data):
Fiscal Year Ended

Numerator:
(Loss) income from continuing operations $(459) $462 $125
(Loss) income from discontinued operations (1,038) (83) 10
Net (loss) income $(1,497) $379 $135
Denominator:
Weighted-average common shares outstanding 649 642 641
Effect of dilutive securities:
Employee stock options and restricted shares
(including performance-based awards) — 5 5
Weighted-average common shares outstanding assuming dilution 649 647 646
Basic Earnings per share
Diluted Earnings Per Share:
For 2016, 2015 and 2014, approximately 29 million, 20 million and 30 million equity instruments, respectively, were excluded from
the calculation of diluted earnings per share as their inclusion would have been anti-dilutive.

Appendix C

NOTE O — SEGMENT REPORTING

The Company changed its reportable segments in the fourth Staples evaluates performance and allocates resources based
quarter of 2016 as a result of an organizational realignment on profit or loss from operations before goodwill and long-lived
related to its 20/20 strategic plan. The Company now has asset impairment charges, restructuring charges, accelerated
two reportable segments: North American Delivery and North depreciation and inventory write-downs associated with exit or
American Retail. North American Delivery consists of the U.S. disposal activities, merger-related costs, litigation costs, stock-
and Canadian businesses that sell and deliver products and based compensation, income or loss associated with the
services directly to businesses and includes Staples Business Company’s supplemental executive retirement plan, interest
Advantage, Quill.com, Staples.com and Staples.ca. The North and other expense, costs related to the previously announced
American Retail segment comprises the Company’s retail store PNI data security incident and non-recurring items, (“business
operations in the U.S. and Canada. The Company’s segment unit income”). Intersegment sales and transfers are recorded
information for 2015 and 2014 has been revised to reflect this at Staples’ cost; therefore, there is no intercompany profit or
change in the Company’s reportable segments. loss recognized on these transactions.
As a result of reporting its European businesses as discontinued Asset information by reportable segment has not been
operations (see Note D - Discontinued Operations), the presented, since this information is not regularly reviewed by
Company will no longer report an International Operations the Company’s chief operating decision maker.
segment. The Company’s operations in Australia, Asia, and
South America are included in “Other” in the tables below. The following is a summary of sales, business unit income,
and depreciation and amortization expense by reportable
Staples’ North American Delivery and North American Retail segment (in millions):
segments are managed separately because the way they sell
and market products is different and the classes of customers
they service are different.
2016 2015 2014

Sales:
North American Delivery $10,636 $10,731 $10,664
North American Retail 6,662 7,169 8,055
Other 949 864 965
Total sales $18,247 $18,764 $19,684
Business Unit Income (Loss):
North American Delivery $672 $621 $595
North American Retail 317 379 432
Other (11) (16) (35)
Total business unit income $978 $984 $992
Depreciation & Amortization:
North American Delivery $189 $185 $173
North American Retail 178 183 184
Other 21 28 33
Total segment depreciation & amortization $388 $396 $390
Accelerated depreciation related to restructuring activities — 3 8
Total depreciation & amortization $388 $399 $398
STAPLES C-39
Appendix C

The following is a reconciliation of total business unit income to (loss) income from continuing operations before income taxes
(in millions):
2016 2015 2014

Total business unit income $978 $984 $992
Unallocated expense, net (1) (73) (49) (64)
Impairment of goodwill and long-lived assets (783) (37) (469)
(Loss) gain related to sale of businesses and assets, net (55) (5) 29
Restructuring charges and costs related to strategic plans (45) (105) (158)
Interest and other expense, net (88) (149) (43)
Merger-related costs (272) (53) —
Litigation costs (14) — —
Inventory write-downs — (1) (26)
Accelerated depreciation — (3) (8)
PNI data security incident costs — (18) —
(Loss) income from continuing operations before income taxes $(352) $564 $253
(1) Unallocated expense includes stock-based compensation and income or loss associated with the Company’s supplemental
executive retirement plan.
The following table shows the Company’s sales by each major category as a percentage of total sales for the periods indicated:
Fiscal Year Ended

Core office supplies 24.9% 24.6% 25.6%
Ink and toner 19.8% 20.6% 20.0%
Business technology 13.0% 13.5% 14.3%
Paper 9.0% 9.1% 9.2%
Facilities and breakroom 11.6% 10.6% 10.0%
Computers and mobility 6.1% 6.4% 6.3%
Services 9.2% 8.9% 8.6%
Office furniture and chairs 6.4% 6.3% 6.0%
100.0% 100.0% 100.0%
Geographic Information:
2016 2015 2014
Sales:
United States $14,974 $15,567 $16,022
Canada 2,324 2,333 2,697
Other International 949 864 965
Total sales $18,247 $18,764 $19,684

Long-lived Assets:
United States $976 $1,109 $1,172
Canada 145 144 167
Other International 26 33 14
Total long-lived assets $1,147 $1,286 $1,353

Appendix C

NOTE P — QUARTERLY SUMMARY (UNAUDITED)

The following table summarizes quarterly information for 2016 and 2015:
(In millions, except per share amounts) (1)

First Second Third Fourth
Quarter Quarter Quarter Quarter
Fiscal Year Ended January 28, 2017
Sales $4,570 $4,274 $4,842 $4,560
Gross profit 1,152 1,069 1,303 1,234
Income (loss) from continuing operations $56 $(108) $207 $(615)
Loss from discontinued operations, net of income taxes (15) (658) (28) (337)
Consolidated net income (loss) $41 $(766) $179 $(952)
Continuing operations $0.09 $(0.17) $0.32 $(0.94)
Discontinued operations $(0.03) $(1.01) $(0.04) $(0.52)
Consolidated operations $0.06 $(1.18) $0.28 $(1.46)
Diluted earnings per common share:
Continuing operations $0.09 $(0.17) $0.32 $(0.94)
Consolidated operations $0.06 $(1.18) $0.27 $(1.46)
First Second Third Fourth

Quarter Quarter Quarter Quarter
Sales $4,684 $4,387 $4,998 $4,695
Gross profit 1,193 1,126 1,362 1,227
Income from continuing operations 67 62 203 130
Loss from discontinued operations, net of income taxes (8) (26) (5) (44)
Consolidated net income $59 $36 $198 $86
Continuing operations $0.10 $0.10 $0.32 $0.20
Consolidated operations $0.09 $0.06 $0.31 $0.13
Dilutive earnings per common share:
Continuing operations $0.10 $0.10 $0.31 $0.20
Discontinued operations $(0.01) $(0.04) $— $(0.07)
Consolidated operations $0.09 $0.06 $0.31 $0.13
(1) The sum of the quarterly amounts may not tie to the full year amounts due to rounding.
STAPLES C-41
Appendix C

The table below shows certain pretax items of income or expense included in Income (loss) from continuing operations for
each period:
($ in millions) (1)
Footnote First Second Third Fourth
Reference Description Quarter Quarter Quarter Quarter
Note C Impairment of goodwill — — — 749
Note C Impairment of long-lived assets — 15 2 17
Note B Costs related to restructuring
and strategic plans 11 6 6 23
Note E Loss on sale of businesses
and assets, net 32 16 2 5
Note Q Merger-related costs 52 283 — —
Note I Litigation — 16 — (3)
($ in millions) (1)
Footnote First Second Third Fourth
Reference Description Quarter Quarter Quarter Quarter
Note Q Merger-related costs 15 34 40 58
Note B Restructuring charges 39 15 14 37
Note B Accelerated Depreciation 3 — — —
Note C Impairment of long-lived assets 22 1 2 11
Note I PNI data security incident costs — — 3 16
Note E (Gain) loss on sale of assets, net (1) (1) — 7
Note B Inventory write-downs — — 1 —
(1) The sum of the quarterly amounts may not tie to the full year amounts due to rounding.
NOTE Q — TERMINATION OF MERGER AGREEMENT

WITH OFFICE DEPOT
On February 4, 2015, Staples announced that it had signed a In connection with the termination of the merger agreement,
definitive agreement to acquire Office Depot, a global supplier Staples also terminated the previously announced agreement
of office products, services and solutions for the workplace. On to sell customer contracts representing more than $550 million
December 7, 2015, the U.S. Federal Trade Commission and of revenue and related assets to Essendant Inc.
Canadian Commissioner of Competition each filed lawsuits
against the Company and Office Depot, seeking to block the In 2016 and 2015, the Company incurred expenses of
proposed merger and prevent the acquisition from closing. $24 million and $53 million in connection with the transaction,
On May 10, 2016, the U.S. District Court for the District of primarily related to professional services associated with
Columbia granted the Federal Trade Commission’s request for seeking regulatory clearances. Of the expenses incurred
a preliminary injunction against the proposed acquisition, and in 2016, $21 million were included in selling, general and
as a result Staples and Office Depot terminated the merger administrative expense and $3 million were included in
agreement on May 16, 2016. Per the terms of the merger discontinued operations in the consolidated statements of
agreement, on May 19, 2016 Staples paid Office Depot a income. All of the expenses incurred in 2015 were included
$250 million break-up fee. in selling, general and administrative expenses. The Company
also incurred fees and interest related to term loan financing for
the transaction, as discussed below.

Appendix C

TRANSACTION FINANCING
In connection with the Company’s proposed acquisition of $2 million of deferred financing costs related to the term loan.
Office Depot, during 2015 Staples obtained commitments The Company also earned $2 million of interest income on the
for a 5-year $3 billion asset-based revolving credit facility and amounts held in escrow.
a 6-year $2.75 billion term loan. On February 2, 2016, the
Company entered into a definitive term loan agreement with a During 2016 the Company made cash payments totaling
syndicate of lenders, and Barclays as administrative agent and $66 million into the escrow accounts, representing deposits
collateral agent, under which it borrowed $2.5 billion in the first for the 1.0% OID and for the monthly interest payments related
quarter of 2016. The $2.475 billion of net proceeds from the to the term loan. These amounts are included in Increase in
term loan were deposited into escrow accounts. restricted cash within the Investing Activities section of the
condensed consolidated statement of cash flows for 2016. Of
As a result of the termination of the merger agreement, the the $156 million of total interest and fees paid during 2016:
agreements governing the term loan and commitments for the
asset-based revolving credit facility were terminated, and on • $68 million was paid directly from the escrow accounts
May 13, 2016 the $2.5 billion par value of the term loan was to the lenders (representing the $66 million paid into
repaid to the lenders. The receipt of the $2.475 billion of net escrow plus the $2 million of interest income earned on
proceeds and subsequent repayment of the loan at par are the funds held therein). Because these payments were
not reflected in the condensed consolidated statements of made directly from escrow, they are considered non-cash
cash flows, given that the proceeds were deposited directly operating activities that are not reflected in the condensed
into escrow rather than into the Company’s unrestricted cash consolidated statements of cash flows.
accounts, and were repaid to the lenders directly from escrow.
•
$88 million was paid from Staples unrestricted cash
The Company paid interest and fees related to these accounts. This amount is reflected in the Operating
sources of financing of $156 million in 2016. Of this amount, activities section of the condensed consolidated
$91 million was accrued in 2015; and $39 million was statement of cash flows for 2016.
recorded as interest expense in 2016, respectively; and $26
million was recorded as a loss on early extinguishment of There were no amounts remaining in escrow as of
debt in 2016, related to the acceleration of the unamortized January 28, 2017.
balances of the $25 million original issue discount (“OID”) and
STAPLES C-43
iiSTAPLES, INC. SCHEDULE II—VALUATION AND
QUALIFYING ACCOUNTS
Valuation and qualifying account information related to operations is as follows (in millions):
Accounts Receivable Allowance for Doubtful Accounts

Deductions—
Balance at Write-offs, Payments
Beginning of Additions Charged and Other Balance at End
Period to Expense Adjustments of Period
Fiscal year ended:
January 31, 2015 16 32 22 26
January 30, 2016 26 23 28 21
January 28, 2017 21 25 28 18

iiEXHIBIT INDEX
Exhibit No. Description
2.1**+ Signing Protocol dated December 7, 2016, by and among Promontoria Holding 192 B.V., Staples Cyprus Intermediary
Holdings Ltd., and with respect to paragraph 14 thereof, the Company.
2.2**^ Sale and Purchase Agreement Regarding Issued Shares in the Capital of Staples Solutions B.V. dated February 2, 2017,
by and among Staples Cyprus Intermediary Holdings Ltd., Promontoria Holding 192 B.V., Staples Solutions B.V., and the
Company. Filed as Exhibit 2.1 to the Company’s Form 8-K filed on March 3, 2017.
2.3^ Memorandum of Understanding dated February 23, 2017, by and among Staples Cyprus Intermediary Holdings Ltd.,
Promontoria Holding 192 B.V., Staples Solutions B.V., and the Company. Filed as Exhibit 2.2 to the Company’s Form 8-K
filed on March 3, 2017.
3.1^ Restated Certificate of Incorporation, dated as of September 29, 2008. Filed as Exhibit 3.1 to the Company’s Form 10-Q
for the quarter ended November 1, 2008.
3.2^ Amendment to Restated Certificate of Incorporation, dated June 4, 2012. Filed as Exhibit 3.1 to the Company’s Form 8-K
filed on June 8, 2012.
3.3^ Amended and Restated By-laws of the Company, dated January 24, 2017. Filed as Exhibit 3.1 to the Company’s
Form 8-K filed on January 24, 2017.
4.1^ Indenture, dated January 15, 2009, by and among the Company and HSBC Bank USA, National Association. Filed as
Exhibit 4.1 to the Company’s Form 8-K filed on January 21, 2009.
4.2^ Form of 2.750% Senior Note due 2018. Filed as Exhibit 4.1 to the Company’s Form 8-K filed on January 13, 2013.
4.3^ Form of 4.375% Senior Note due 2023. Filed as Exhibit 4.2 to the Company’s Form 8-K filed on January 13, 2013.
10.1^ Credit Agreement, dated as of November 22, 2016, by and among Staples, Inc., Bank of America, N.A. and the other
lenders named therein, Bank of America, N.A., as administrative agent for the lenders, as the lender of Swing Line Loans,
and as an Issuing Bank, and Barclays Bank PLC, HSBC Bank USA, National Association, MUFG Union Bank N.A. and
Wells Fargo Bank, National Association as co-syndication agents for the Lenders. (Including schedules and exhibits).
Filed as Exhibit 10.1 to the Company’s Form 8-K filed November 22, 2016.
10.2^ Amended and Restated Commercial Paper Dealer Agreement, dated as of August 6, 2008, among the Company, Banc
of America Securities LLC and the other parties thereto. Filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter
ended August 2, 2008.
10.3^ Amended and Restated Commercial Paper Dealer Agreement, dated as of August 6, 2008, among the Company,
Lehman Brothers Inc. and the other parties thereto. Filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter
ended August 2, 2008.
10.4^ Letter, dated as of September 29, 2008, assigning Lehman Brothers Inc. interests to Barclays Capital Inc., for the
Amended and Restated Commercial Paper Dealer Agreement, dated as of August 6, 2008, among the Company,
Lehman Brothers Inc. and the other parties thereto. Filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter
ended November 1, 2008.
10.5^ Commercial Paper Dealer Agreement, dated as of September 19, 2008, among the Company, JP Morgan
Securities Inc. and the other parties thereto. Filed as Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended
November 1, 2008.
10.6*^ Amended and Restated 2004 Stock Incentive Plan, as amended. Filed as Exhibit 10.2 to the Company’s Form 10-Q for
the quarter ended October 30, 2010.
10.7*^ Form of Non-Employee Director Restricted Stock Award Agreement under the Amended and Restated 2004 Stock
Incentive Plan. Filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended April 30, 2011.
10.8*^ Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2004 Stock Incentive Plan. Filed as
Exhibit 10.9 to the Company’s Form 10-K for the fiscal year ended February 1, 2014.
10.9*^ Form of Performance Share Award Agreement under the Amended and Restated 2004 Stock Incentive Plan. Filed as
Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended August 3, 2013.
10.10*^ Form of Non-Employee Director Stock Option Agreement under the Amended and Restated 2004 Stock Incentive Plan.
Filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended April 30, 2011.
10.11*^ Form of Non-Qualified Stock Option Agreement under the Amended and Restated 2004 Stock Incentive Plan. Filed as
Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended May 1, 2010.
10.12*^ 2014 Stock Incentive Plan. Filed as Exhibit 10.1 to the Company’s 8-K filed on June 2, 2014.
10.13*^ Form of Non-Employee Director Restricted Stock Unit Award Agreement (Annual Grant) under the 2014 Stock Incentive
Plan. Filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended August 2, 2014.
10.14*^ Form of Non-Employee Director Restricted Stock Unit Award Agreement (Independent Chair, Lead Director and
Committee Chairs) under the 2014 Stock Incentive Plan. Filed as Exhibit 10.5 to the Company’s Form 10-Q for the
quarter ended August 2, 2014.
10.15*^ Form of Restricted Stock Unit Award Agreement under the 2014 Stock Incentive Plan. Filed as Exhibit 10.2 to the
Company’s Form 10-Q for the quarter ended August 2, 2014.
10.16*^ Form of Performance Share Award Agreement under the 2014 Stock Incentive Plan. Filed as Exhibit 10.3 to the
Company’s Form 10-Q for the quarter ended August 2, 2014.
10.17*^ Amended and Restated Employee Stock Purchase Plan. Filed as Exhibit 10.6 to the Company’s Form 10-Q for the
quarter ended August 2, 2014.
STAPLES D-1
10.18*^ Amendment to 2012 Employee Stock Purchase Plan. Filed as Exhibit 10.1 to the Company’s Form 8-K filed
on June 2, 2015.
10.19*^ Non-Management Director Compensation Summary. Filed as Exhibit 10.7 to the Company’s Form 10-Q for the
quarter ended July 30, 2016.
10.20*^ Form of Severance Benefits Agreement signed by executive officers of the Company. Filed as Exhibit 10.23 to the
Company’s Form 10-K for the fiscal year ended February 2, 2013.
10.21*^ Amended and Restated Executive Officer Incentive Plan. Filed as Exhibit 10.2 to the Company’s Form 8-K filed
on June 8, 2012.
10.22*^ Form of Proprietary Interest Protection Agreement. Filed as Exhibit 10.1 to the Company Form 10-Q for the quarter
ended November 2, 2013.
10.23*^ Form of Non-Compete and Non-Solicitation Agreement. Filed as Exhibit 10.27 to the Company’s Form 10-K for the fiscal
year ended February 2, 2013.
10.24*^ Form of Proprietary and Confidential Information Agreement. Filed as Exhibit 10.28 to the Company’s Form 10-K for the
fiscal year ended February 2, 2013.
10.25*^ Form of Indemnification Agreement signed by executive officers and directors of the Company. Filed as Exhibit 10.34 to
the Company’s Form 10-K for the fiscal year ended January 31, 2009.
10.26*^ Form of Outside Directorship Agreement. Filed as Exhibit 10.32 to the Company’s Form 10-K for the fiscal year ended
January 28, 2012.
10.27*^ Second Amended and Restated Severance Benefits Agreement, dated March 10, 2006, by and between the Company
and Ronald L. Sargent. Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended April 29, 2006.
10.28*^ Amendment, dated December 22, 2008, to Second Amended and Restated Severance Benefits Agreement, dated
March 13, 2006, by and between the Company and Ronald L. Sargent. Filed as Exhibit 10.37 to the Company’s
Form 10-K for the fiscal year ended January 31, 2009.
10.29*^ Second Amendment, dated January 13, 2015, to Second Amended and Restated Severance Benefits Agreement, dated
10.30*^ Amendment C, dated October 12, 2015, to Second Amended and Restated Severance Benefits Agreement, dated
10.31*^ Letter Agreement dated May 31, 2016 between Staples, Inc. and Ronald L. Sargent. Filed as Exhibit 99.1 to the
Company’s Form 8-K filed on May 31, 2016.
10.32*^ Letter Agreement, dated June 13, 2016, by and between the Company and Shira Goodman. Filed as Exhibit 10.1 to the
Company’s Form 8-K filed on June 15, 2016.
10.33*^ Letter dated June 15, 2016, from the Company to Shira Goodman. Filed as Exhibit 10.2 to the Company’s Form 8-K filed
on June 15, 2016.
10.34*^ Letter dated September 26, 2016, from the Company to Shira Goodman. Filed as Exhibit 10.1 to the Company’s Form
8-K filed on September 27, 2016.
10.35*^ Letter Agreement dated September 29, 2016, between the Company and John Wilson. Filed as Exhibit 10.1 to the
Company’s Form 8-K filed on September 30, 2016.
10.36*+ Letter dated January 23, 2017, from the Company to Joe Doody.
10.37*+ Revocation of Severance Benefits Agreement dated February 1, 2017, by and between the Company and Joe Doody.
10.38*+ Long Term Care Insurance Plan Summary.
10.39*^ Survivor Benefit Plan. Filed as Exhibit 10.24 to the Company’s Form 10-K for the fiscal year ended on January 29, 2005.
10.40*+ First Amendment to the Staples, Inc. Survivor Benefit Plan, dated December 20, 2016.
10.41*+ Executive Life Insurance Plans Summary of Provisions.
10.42*+ Amended and Restated Supplemental Executive Retirement Plan through December 20, 2016.
10.43*+ Annual Performance Award Plan for fiscal year 2016.
10.44*^ Senior Executive Long Term Disability Supplemental Coverage Reimbursement Policy. Filed as Exhibit 10.37 to the
Company’s Form 10-K for the fiscal year ended January 31, 2015.
10.45*^ Tax Services Reimbursement. Filed as Exhibit 10.45 to the Company’s Form 10-K for the fiscal year ended
January 29, 2011.
14.1+ Staples Code of Conduct.
21.1+ Subsidiaries of the Company.
23.1+ Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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
D-2 STAPLES Form 10-K

101.DEF+ XBRL Taxonomy Definition Linkbase Document.
101.LAB+ XBRL Taxonomy Label Linkbase Document.
101.PRE+ XBRL Taxonomy Presentation Linkbase Document.
* A management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report
pursuant to Item 15(b) of Form 10-K.
** Pursuant to Item 601(b)(2) of Regulation S-K, the Company hereby agrees to supplementally furnish to the SEC upon request
any omitted schedule to the Exhibit.
^ An exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Unless
otherwise indicated, such exhibit was filed under Commission File Number 0-17586.
+ Filed herewith.
++ Furnished herewith.
STAPLES D-3
Designed and prepared by www.argyle.company
Corporate Information Dividend
On March 7, 2017, Staples, Inc. announced that its Board
Corporate Offices of Directors had declared a quarterly cash dividend on
Staples, Inc. Staples, Inc. common stock of $0.12 per share. On an
500 Staples Drive annualized basis, the quarterly dividend is equal to $0.48
Framingham, MA 01702 per share. The first quarter 2017 cash dividend was paid
Telephone: 508-253-5000 on April 13, 2017, to shareholders of record on March 24,
Internet Address: staples.com 2017.
Transfer Agent and Registrar Direct Stock Purchase Plan and Dividend Reinvestment
Computershare is the Transfer Agent and Registrar Purchase of Staples, Inc. common stock can be made
for the Staples, Inc. common stock and maintains through a Direct Stock Purchase Plan administered by
stockholder accounting records. Please contact Computershare. Dividends on Staples, Inc. common stock
the Transfer Agent directly concerning changes in may be automatically invested in additional shares. Contact
address, name or ownership, lost certificates and Computershare at 888-875-9002 for more information.
consolidation of multiple accounts. When corresponding
with the Transfer Agent, stockholders should reference Board of Directors
the exact name(s) in which the Staples stock is registered
Drew Faust
as well as the certificate number.
President,
Harvard University
Computershare
P.O. Box 30170
Curtis Feeny
College Station, TX 77842-3170
Managing Director,
Telephone:
Voyager Capital
Domestic Shareowners: 888-875-9002
Foreign Shareowners: 201-680-6578
Paul-Henri Ferrand
Hearing Impaired:
Vice President,
Domestic Shareowners: 800-231-5469
Google, Inc.
Foreign Shareowners: 201-680-6610
Internet Address:
Shira Goodman
computershare.com/investor
Chief Executive Officer,
Staples, Inc.
Financial Information
To request financial documents such as this Annual Report,
Deborah Henretta
which contains Staples’ Form 10-K for the fiscal year ended
Senior Advisor,
January 28, 2017, as filed with the Securities and Exchange
SSA & Company and General Assembly
Commission, please visit Staples’ website, staples.com, call
our toll-free investor hotline at 800-INV-SPL1 (800-468-7751),
Kunal Kamlani
or send a written request to the attention of Investor Relations
President,
at Staples’ corporate address.
ESL Investments, Inc.
Investor Relations
John Lundgren
Investor inquiries may be directed to:
Former Chairman and Chief Executive Officer,
Christopher Powers,
Stanley Black & Decker, Inc.
Vice President, Investor Relations
Telephone: 800-468-7751
Carol Meyrowitz
Email: investor@staples.com
Executive Chairman,
The TJX Companies, Inc.
General Information
Members of the media or others seeking general information
Robert Sulentic
about Staples should contact the Corporate Communications
Chairman,
Department at 508-253-8530.
Staples, Inc.
President and Chief Executive Officer,
Independent Registered Public Accounting Firm
CBRE Group, Inc.
Ernst & Young LLP
200 Clarendon Street
Vijay Vishwanath
Boston, MA 02116
Partner,
Bain & Company
Paul Walsh
Senior Managing Director,
Calera Capital
Staples, Inc., 500 Staples Drive, Framingham, MA 01702 | 508-253-5000 | staples.com®

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2016 Annual Report

Notice of Annual Meeting and Proxy Statement Focus on the future.

Staples helps business customers succeed by providing

mid-market, commercial and enterprise-size customers

Dear Fellow Shareholders,

At Staples, we take great pride

(2) To approve, on an advisory basis, named executive officer compensation.

By order of the Board of Directors

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

For the Annual Meeting of Shareholders on June 12, 2017

Admission Date Time

Voting Matters How To Vote

Further Advance Voting Methods

Our Annual Meeting Website

2 STAPLES Notice of Annual Meeting of Stockholders

DIRECTOR NOMINEE HIGHLIGHTS

Developing an Effective Board

Relevant Skills Director Tenure Balance

BOARD AND CORPORATE GOVERNANCE

Timeline of Selected Corporate Governance Events

4 STAPLES Notice of Annual Meeting of Stockholders

CORPORATE RESPONSIBILITY HIGHLIGHTS

Community Diversity & Inclusion

Things We Do Things We Don’t Do

CORPORATE GOVERNANCE 8 APPROVAL, ON AN ADVISORY BASIS, OF NAMED

6 STAPLES Notice of Annual Meeting of Stockholders

• Demonstrated a consistent track record of listening and

Shareholder Outreach Program

8 STAPLES Notice of Annual Meeting of Stockholders

Shareholder Rights • Proxy Access (3%/3 years)

• Neither we nor any subsidiary has employed or otherwise • 

CERTAIN RELATIONSHIPS AND RELATED PARTY

10 STAPLES Notice of Annual Meeting of Stockholders

BOARD LEADERSHIP STRUCTURE

MEETINGS AND COMMITTEES OF OUR BOARD

www.staplesannualmeeting.com STAPLES 11

Audit and Finance Committee

“The Audit and Finance Committee’s focus on risk

Other Committee Introduction

Meetings in 2016 Key Objective

12 STAPLES Notice of Annual Meeting of Stockholders

“Our executive compensation policies are designed to be

Other Committee Introduction

www.staplesannualmeeting.com STAPLES 13

Nominating and Corporate Governance Committee

“Our top priority is to align the skills and experience of our

Other Committee Introduction

RISK OVERSIGHT BY THE BOARD OF DIRECTORS

14 STAPLES Notice of Annual Meeting of Stockholders

www.staplesannualmeeting.com STAPLES 15

16 STAPLES Notice of Annual Meeting of Stockholders

Shareholder-Recommended Director Candidates

Shareholder-Nominated Director Candidates

COMMUNICATING WITH OUR BOARD

www.staplesannualmeeting.com STAPLES 17

The Nominating and Corporate Governance Committee

18 STAPLES Notice of Annual Meeting of Stockholders

Age: 59 Public Company Boards

www.staplesannualmeeting.com STAPLES 19

Age: 56 Public Company Boards

Skills and Experience Education

20 STAPLES Notice of Annual Meeting of Stockholders

Age: 55 Public Company Boards

(2) To approve, on an advisory basis, named executive officer compensation.

• Demonstrated a consistent track record of listening and

• Neither we nor any subsidiary has employed or otherwise •

2016 was a transformational year at Staples: •

II 2016 COMPENSATION PROGRAM