Pension and Other Retirement Plans

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

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

The following table presents a summary of the total projected benefit obligation for the pension plans, the fair value of plan assets and the associated funded status recorded in the consolidated balance sheet at January 28, 2012 and January 29, 2011 (in thousands):



	January 28, 2012								January 29, 2011
	Projected Benefit Obligations			Fair Value of Plan Assets		Funded Status			Projected Benefit Obligations			Fair Value of Plan Assets		Funded Status
Overfunded Plans:
International Plans	$	(779,248	)	$	962,428	$	183,180		$	(780,928	)	$	963,404	$	182,476
Total Overfunded Plans	$	(779,248	)	$	962,428	$	183,180		$	(780,928	)	$	963,404	$	182,476
Underfunded Plans:
U.S. Plans	$	(38,618	)	$	29,640	$	(8,978	)	$	(33,431	)	$	28,451	$	(4,980	)
International Plans	(136,542		)	102,241		(34,301		)	(130,314		)	99,415		(30,899		)
Total Underfunded Plans	$	(175,160	)	$	131,881	$	(43,279	)	$	(163,745	)	$	127,866	$	(35,879	)

The following tables present a summary of the total net cost recorded in the consolidated statement of income for the pension and post-retirement life insurance benefit plans for 2011, 2010 and 2009 (in thousands):



	2011
	Pension Plans									Post-retirement Benefit Plan
	U.S. Plans			International Plans			Total			Total
Service cost	$	—		$	9,987		$	9,987		$	1,765
Interest cost	1,864			42,934			44,798			1,479
Expected return on plan assets	(1,686		)	(58,903		)	(60,589		)	—
Amortization of actuarial losses	—			1,461			1,461			1,716
Net periodic pension expense (income)	$	178		$	(4,521	)	$	(4,343	)	$	4,960



	2010
	Pension Plans									Post-retirement Benefit Plan
	U.S. Plans			International Plans			Total			Total
Service cost	$	—		$	10,717		$	10,717		$	895
Interest cost	1,841			37,718			39,559			695
Expected return on plan assets	(1,735		)	(61,361		)	(63,096		)	—
Amortization of actuarial losses	2			3,991			3,993			—
Net periodic pension expense (income)	$	108		$	(8,935	)	$	(8,827	)	$	1,590



	2009
	Pension Plans									Post-retirement Benefit Plan
	U.S. Plans			International Plans			Total			Total
Service cost	$	—		$	9,641		$	9,641		$	—
Interest cost	1,868			47,962			49,830			—
Expected return on plan assets	(1,507		)	(57,531		)	(59,038		)	—
Amortization of actuarial losses	—			9,328			9,328			—
Net periodic pension expense	$	361		$	9,400		$	9,761		$	—

The following table presents the changes in benefit obligations during 2010 and 2011 (in thousands):



	Pension Plans									Post-retirement Benefit Plans
	U.S. Plans			International Plans			Total			Total
Projected benefit obligation at January 30, 2010	$	32,178		$	903,807		$	935,985		$	—
Service cost	—			10,717			10,717			895
Interest cost	1,841			37,718			39,559			695
Plan participants' contributions	—			1,427			1,427			—
Actuarial losses	761			22,049			22,810			—
Benefits paid	(1,349		)	(47,551		)	(48,900		)	—
Prior service cost	—			—			—			23,691
Other	—			(3,202		)	(3,202		)	—
Currency translation adjustments	—			(13,723		)	(13,723		)	—
Projected benefit obligation at January 29, 2011	$	33,431		$	911,242		$	944,673		$	25,281
Service cost	—			9,987			9,987			1,765
Interest cost	1,864			42,934			44,798			1,479
Plan participants' contributions	—			1,455			1,455			—
Actuarial losses	4,816			37,388			42,204			9,264
Benefits paid	(1,493		)	(55,668		)	(57,161		)	(491		)
Other	—			11,031			11,031			—
Currency translation adjustments	—			(42,579		)	(42,579		)	—
Projected benefit obligation at January 28, 2012	$	38,618		$	915,790		$	954,408		$	37,298

The accumulated benefit obligation for the U.S. Plans and International Plans at January 28, 2012 was $38.6 million and $889.5 million, respectively. The accumulated benefit obligation for the U.S. Plans and International Plans at January 29, 2011 was $33.4 million and $885.8 million, respectively. The accumulated benefit obligation for the post-retirement benefit obligation was $37.3 million and $25.3 million at January 28, 2012 and January 29, 2011, respectively.

The following table presents the changes in pension plan assets for each of the defined benefit pension plans during 2010 and 2011 (in thousands):



	U.S. Plans			International Plans			Total
Fair value of plan assets at January 30, 2010	$	24,836		$	995,957		$	1,020,793
Actual return on plan assets	3,760			116,697			120,457
Employer's contributions	1,206			13,504			14,710
Plan participants' contributions	—			1,427			1,427
Benefits paid	(1,349		)	(47,551		)	(48,900		)
Amortization of unrecognized losses	(2		)	(3,991		)	(3,993		)
Currency translation adjustments	—			(13,224		)	(13,224		)
Fair value of plan assets at January 29, 2011	$	28,451		$	1,062,819		$	1,091,270
Actual return on plan assets	1,521			85,889			87,410
Employer's contributions	1,161			10,987			12,148
Plan participants' contributions	—			1,455			1,455
Benefits paid	(1,493		)	(55,668		)	(57,161		)
Other	—			11,031			11,031
Amortization of unrecognized losses	—			(1,461		)	(1,461		)
Currency translation adjustments	—			(50,383		)	(50,383		)
Fair value of plan assets at January 28, 2012	$	29,640		$	1,064,669		$	1,094,309

The funded status for the U.S. Plans and International Pension Plans at January 28, 2012 was $9.0 million underfunded and $148.9 million overfunded, respectively. The funded status for the U.S. Plans and International Pension Plans at January 29, 2011 was $5.0 million underfunded and $151.6 million overfunded, respectively.

Amounts recognized in the consolidated balance sheet consist of the following (in thousands):



	January 28, 2012
	Pension Plans									Post-retirement Benefit Plans
	Pension Plans									Post-retirement Benefit Plans
	U.S. Plans			International Plans			Total			Total
Prepaid benefit cost (included in other assets)	$	—		$	183,180		$	183,180		$	—
Accrued benefit liability (included in other long-term obligations)	(8,978		)	(34,301		)	(43,279		)	(37,298		)
Accumulated other comprehensive loss	7,638			119,377			127,015			30,389
Net amount recognized	$	(1,340	)	$	268,256		$	266,916		$	(6,909	)



	January 29, 2011
	Pension Plans									Post-retirement Benefit Plans
	Pension Plans									Post-retirement Benefit Plans
	U.S. Plans			International Plans			Total			Total
Prepaid benefit cost (included in other assets)	$	—		$	182,476		$	182,476		$	—
Accrued benefit liability (included in other long-term obligations)	(4,980		)	(30,899		)	(35,879		)	(25,281		)
Accumulated other comprehensive loss	2,655			105,613			108,268			21,616
Net amount recognized	$	(2,325	)	$	257,190		$	254,865		$	(3,665	)

Amounts recognized in accumulated other comprehensive loss that have not yet been recognized as components of net periodic pension and post-retirement costs at January 28, 2012 and January 29, 2011 are comprised of actuarial losses and prior service costs.

The amount of accumulated other comprehensive loss expected to be recognized as components of net periodic pension and post-retirement benefit costs during 2012 is approximately $2.0 million and $2.1 million, respectively.

There were no significant amendments to any of the Company's defined benefit pension plans or the post-retirement life insurance benefit plan in 2011 or 2010 that would have had a material effect on the consolidated statement of income in these periods.

Assumptions Used to Determine Plan Financial Information

The valuation of benefit obligations and net periodic pension and post-retirement benefit cost uses participant-specific information such as salary, age and years of service, as well as certain assumptions, the most significant of which include estimates of discount rates, expected return on plan assets, rate of compensation increases, interest rates and mortality rates.

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 2011, 2010 and 2009:



	2011
	Pension Plans				Post-retirement Benefit Plan
	U.S. Plans		International Plans
	U.S. Plans		International Plans
Weighted-average assumptions used to measure net periodic pension cost:
Discount rate	5.7	%	4.8	%	4.9	%
Expected return on plan assets	7.0	%	6.4	%	—	%
Rate of compensation increase	—	%	2.2	%	3.0	%
Weighted-average assumptions used to measure benefit obligations at year-end:
Discount rate	4.7	%	4.3	%	4.9	%
Rate of compensation increase	—	%	2.1	%	3.0	%
Rate of pension increase	—	%	1.1	%	—	%



	2010
	Pension Plans				Post-retirement Benefit Plan
	U.S. Plans		International Plans
	U.S. Plans		International Plans
Weighted-average assumptions used to measure net periodic pension cost:
Discount rate	5.9	%	4.6	%	5.9	%
Expected return on plan assets	7.0	%	6.4	%	—	%
Rate of compensation increase	—	%	2.2	%	3.0	%
Weighted-average assumptions used to measure benefit obligations at year-end:
Discount rate	5.7	%	4.8	%	5.9	%
Rate of compensation increase	—	%	2.1	%	3.0	%
Rate of pension increase	—	%	1.1	%	—	%



	2009
	Pension Plans
	U.S. Plans		International Plans
	U.S. Plans		International Plans
Weighted-average assumptions used to measure net periodic pension cost:
Discount rate	6.8	%	5.8	%
Expected return on plan assets	7.0	%	6.4	%
Rate of compensation increase	—	%	3.0	%
Weighted-average assumptions used to measure benefit obligations at year-end:
Discount rate	5.9	%	4.5	%
Rate of compensation increase	—	%	2.1	%
Rate of pension increase	—	%	1.1	%

The following table shows the effect on pension obligations at January 28, 2012 of a change in discount rate and other assumptions (in thousands):



	Change in Discount Rate
	(.25%)		No change			0.25%
Change in rate of compensation increase:
(.25%)	$	26,074	$	(1,616	)	$	(27,452	)
No change	27,563		—			(26,087		)
0.25%	29,412		1,580			(24,763		)
Change in rate of pension increase:
(.25%)	$	4,792	$	(21,879	)	$	(46,810	)
No change	27,563		—			(26,087		)
0.25%	51,876		22,930			(4,517		)

The discount rate used is the interest rate on high quality (AA rated) corporate bonds that have a maturity approximating the term of the related obligations. In estimating the expected return on plan assets, appropriate consideration is taken into account of the historical performance for the major asset classes held, or anticipated to be held, by the applicable pension funds and of current forecasts of future rates of return for those asset classes.

Staples' investment strategy for worldwide pension plan assets is to seek a competitive rate of return relative to an appropriate level of risk depending on the funded status of each plan. The majority of the plans' investment managers employ active investment management strategies with the goal of outperforming the broad markets in which they invest. Risk management practices include diversification across asset classes and investment styles and periodic rebalancing toward asset allocation targets. A portion of the currency risk related to investments in equity securities, real estate and debt securities is hedged.

The target allocation reflects a risk/return profile Staples feels is appropriate relative to each plan's liability structure and return goals. Staples conducts periodic asset-liability studies for the plan assets in order to model various potential asset allocations in comparison to each plan's forecasted liabilities and liquidity needs.

Outside the United States, asset allocation decisions are typically made by an independent board of trustees. As in the U.S., investment objectives are designed to generate returns that will enable the plan to meet its future obligations. In some countries local regulations require adjustments in asset allocation, typically leading to a higher percentage in fixed income than would otherwise be deployed. Staples acts in a consulting and governance role via its board representatives in reviewing investment strategy, with final decisions on asset allocation and investment managers made by local trustees.

The Company's pension plans' actual and target asset allocations at January 28, 2012 and January 29, 2011 are as follows:



	January 28, 2012
	Actual						Target
	U.S. Plans		International Plans		Total		U.S. Plans		International Plans		Total
Asset allocation:
Equity securities	36	%	31	%	31	%	40	%	39	%	39	%
Debt securities	57	%	49	%	49	%	60	%	47	%	47	%
Real estate	7	%	8	%	8	%	—	%	8	%	8	%
Cash	—	%	5	%	5	%	—	%	—	%	—	%
Other	—	%	7	%	7	%	—	%	6	%	6	%
Total	100	%	100	%	100	%	100	%	100	%	100	%



	January 29, 2011
	Actual						Target
	U.S. Plans		International Plans		Total		U.S. Plans		International Plans		Total
Asset allocation:
Equity securities	41	%	33	%	33	%	36	%	39	%	39	%
Debt securities	59	%	49	%	49	%	64	%	48	%	48	%
Real estate	—	%	9	%	9	%	—	%	7	%	7	%
Cash	—	%	3	%	3	%	—	%	—	%	—	%
Other	—	%	6	%	6	%	—	%	6	%	6	%
Total	100	%	100	%	100	%	100	%	100	%	100	%

No pension plan assets are expected to be returned to the Company during 2012.

Information on Fair Value of Plan Assets

The fair values of the Company's pension plan assets at January 28, 2012 by asset category are as follows (in thousands):



	U.S. Pension Plans
Asset Category:	Fair Market Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Unobservable Inputs Level 3
Equity securities(1)	$	10,731	$	10,731	$	—	$	—
Debt securities(2)	16,703		6,765		—		9,938
Real estate(3)	2,206		2,206		—		—
Total	$	29,640	$	19,702	$	—	$	9,938



	International Pension Plans
Asset Category:	Fair Market Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Unobservable Inputs Level 3
Equity securities(1)	$	323,373	$	295,455	$	27,918	$	—
Debt securities(2)	524,357		517,346		7,011		—
Real estate(3)	88,871		80,824		8,047		—
Cash	56,980		56,980		—		—
Other(4)	71,088		15,026		56,062		—
Total	$	1,064,669	$	965,631	$	99,038	$	—


(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.


(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 issued to value the fund.


(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.


(4)	This category includes commodities of approximately $49.9 million and non-separated investments with insurance companies of approximately $13.1 million.

The change in the fair value for the pension assets valued using significant unobservable inputs (Level 3) was due to the following:



	U.S. Plans
Balance at January 29, 2011	$	10,129
Actual Return on Plan Assets:
Relating to assets still held at the reporting date	536
Relating to assets sold during the period	—
Purchases, sales and settlements	(727		)
Balance at January 28, 2012	$	9,938

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 thousands):



	Pension Plans
	U.S. Plans		International Plans		Total
2012	$	1,674	$	52,766	$	54,440
2013	1,718		52,025		53,743
2014	1,827		52,621		54,448
2015	1,941		53,361		55,302
2016	2,045		52,907		54,952
2017-2021	11,974		258,290		270,264

These payments have been estimated based on the same assumptions used to measure the plans' projected benefit obligation at January 28, 2012 and include benefits attributable to estimated future compensation increases for the pension plans.

The 2012 expected benefit payments to plan participants not covered by the respective plan assets (that is, underfunded plans) represent a component of other long-term obligations in the consolidated balance sheet.

The following table presents, based on current assumptions, the Company's expected contributions for the next five years and the aggregate for the following five years (in thousands):



	Pension Plans
	U.S. Plans		International Plans		Total
2012	$	1,366	$	13,341	$	14,707
2013	1,483		13,715		15,198
2014	1,483		13,771		15,254
2015	1,465		13,860		15,325
2016	1,465		14,242		15,707
2017-2021	5,804		76,274		82,078

There are no expected benefit payments and contributions associated with the other post-retirement benefit plans.

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

Staples' Employees' 401(k) Savings Plan (the "401(k) Plan") is available to all United States based employees of Staples who meet minimum age and length of service requirements. Beginning in 2009, contributions to the 401(k) Plan are made in cash and vest ratably over a five year period. The Supplemental Executive Retirement Plan (the "SERP Plan"), which is similar in many respects to the 401(k) Plan, is available to certain Company executives and other highly compensated employees, whose contributions to the 401(k) Plan are limited, and allows such individuals to supplement their contributions to the 401(k) Plan by making pre-tax contributions to the SERP Plan. Company contributions to the SERP Plan are based on a similar matching formula and vesting period.

The expense associated with the Company's match for the Staples 401(k) Savings Plan and for contributions made related to certain foreign defined contribution plans for 2011, 2010 and 2009 was $41.2 million, $35.6 million and $36.3 million, respectively.