| Guarantor Subsidiaries |
Guarantor Subsidiaries Under the terms of the Company's November 2014 Revolving Credit Facility, the October 2012 Notes and the January 2014 Notes, the Guarantor Subsidiaries (as defined in Note E) guarantee repayment of the debt. The debt is fully and unconditionally guaranteed on an unsecured, joint and several basis by the Guarantor Subsidiaries. The term of guarantees is equivalent to the term of the related debt. The following condensed consolidating financial data is presented for the holders of the October 2012 Notes and the January 2014 Notes and illustrates the composition of Staples, Inc. (the "Parent Company"), Guarantor Subsidiaries, and non-guarantor subsidiaries as of January 28, 2012 and January 29, 2011 and for the years ended January 28, 2012, January 29, 2011 and January 30, 2010. The Guarantor Subsidiaries are wholly owned by Staples, Inc. The non-guarantor subsidiaries represent more than an inconsequential portion of the consolidated assets and revenues of Staples. Investments in subsidiaries are accounted for by the Parent Company on the equity method for purposes of the supplemental consolidating presentation. Earnings of subsidiaries are, therefore, reflected in the Parent Company's investment accounts and earnings. The principal elimination entries eliminate the Parent Company's investment in subsidiaries and intercompany balances and transactions.
Condensed Consolidating Balance Sheet January 28, 2012 (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | Staples, Inc.
(Parent Co.) | | Guarantor Subsidiaries | | Non-Guarantor
Subsidiaries | | Eliminations | | Consolidated | Cash and cash equivalents | | $ | 385,279 |
| | $ | 43,323 |
| | $ | 835,547 |
| | $ | — |
| | $ | 1,264,149 |
| Merchandise inventories, net | | — |
| | 1,437,074 |
| | 994,771 |
| | — |
| | 2,431,845 |
| Other current assets | | 68,608 |
| | 1,188,378 |
| | 1,337,840 |
| | — |
| | 2,594,826 |
| Total current assets | | 453,887 |
| | 2,668,775 |
| | 3,168,158 |
| | — |
| | 6,290,820 |
| Net property, equipment and other assets | | 671,787 |
| | 1,165,840 |
| | 1,320,045 |
| | — |
| | 3,157,672 |
| Goodwill | | 1,644,728 |
| | 156,303 |
| | 2,181,099 |
| | — |
| | 3,982,130 |
| Investment in affiliates and intercompany, net | | 5,951,426 |
| | 6,935,956 |
| | 10,988,680 |
| | (23,876,062 | ) | | — |
| Total assets | | $ | 8,721,828 |
| | $ | 10,926,874 |
| | $ | 17,657,982 |
| | $ | (23,876,062 | ) | | $ | 13,430,622 |
| Total current liabilities | | $ | (13,544 | ) | | $ | 2,314,411 |
| | $ | 1,773,411 |
| | $ | — |
| | $ | 4,074,278 |
| Total long-term liabilities | | 1,713,159 |
| | 195,852 |
| | 425,120 |
| | — |
| | 2,334,131 |
| Total stockholders' equity | | 7,022,213 |
| | 8,416,611 |
| | 15,459,451 |
| | (23,876,062 | ) | | 7,022,213 |
| Total liabilities and stockholders' equity | | $ | 8,721,828 |
| | $ | 10,926,874 |
| | $ | 17,657,982 |
| | $ | (23,876,062 | ) | | $ | 13,430,622 |
|
Condensed Consolidating Balance Sheet As of January 29, 2011 (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | Staples, Inc.
(Parent Co.) | | Guarantor
Subsidiaries | | Non-Guarantor
Subsidiaries | | Eliminations | | Consolidated | Cash and cash equivalents | | $ | 406,821 |
| | $ | 38,298 |
| | $ | 1,016,138 |
| | $ | — |
| | $ | 1,461,257 |
| Merchandise inventories, net | | — |
| | 1,396,667 |
| | 962,506 |
| | — |
| | 2,359,173 |
| Other current assets | | 64,699 |
| | 1,147,433 |
| | 1,435,605 |
| | — |
| | 2,647,737 |
| Total current assets | | 471,520 |
| | 2,582,398 |
| | 3,414,249 |
| | — |
| | 6,468,167 |
| Net property, equipment and other assets | | 742,833 |
| | 1,246,194 |
| | 1,381,311 |
| | — |
| | 3,370,338 |
| Goodwill | | 1,617,937 |
| | 154,527 |
| | 2,300,698 |
| | — |
| | 4,073,162 |
| Investment in affiliates and intercompany, net | | 6,691,832 |
| | 4,783,397 |
| | 7,001,204 |
| | (18,476,433 | ) | | — |
| Total assets | | $ | 9,524,122 |
| | $ | 8,766,516 |
| | $ | 14,097,462 |
| | $ | (18,476,433 | ) | | $ | 13,911,667 |
| Total current liabilities | | $ | 875,100 |
| | $ | 1,454,741 |
| | $ | 1,963,752 |
| | $ | — |
| | $ | 4,293,593 |
| Total long-term liabilities | | 1,697,841 |
| | 562,027 |
| | 407,025 |
| | — |
| | 2,666,893 |
| Total stockholders' equity | | 6,951,181 |
| | 6,749,748 |
| | 11,726,685 |
| | (18,476,433 | ) | | 6,951,181 |
| Total liabilities and stockholders' equity | | $ | 9,524,122 |
| | $ | 8,766,516 |
| | $ | 14,097,462 |
| | $ | (18,476,433 | ) | | $ | 13,911,667 |
|
Condensed Consolidating Statement of Income For the year ended January 28, 2012 (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | Staples, Inc.
(Parent Co.) | | Guarantor
Subsidiaries | | Non-Guarantor
Subsidiaries | | Eliminations | | Consolidated | Sales | | $ | — |
| | $ | 15,303,379 |
| | $ | 9,718,813 |
| | $ | — |
| | $ | 25,022,192 |
| Cost of goods sold and occupancy costs | | 11,328 |
| | 11,383,452 |
| | 6,885,584 |
| | — |
| | 18,280,364 |
| Gross (loss) profit | | (11,328 | ) | | 3,919,927 |
| | 2,833,229 |
| | — |
| | 6,741,828 |
| Operating and other (income) expenses | | (995,984 | ) | | 3,096,381 |
| | 2,181,477 |
| | 1,000,813 |
| | 5,282,687 |
| Consolidated income (loss) before income taxes | | 984,656 |
| | 823,546 |
| | 651,752 |
| | (1,000,813 | ) | | 1,459,141 |
| Income tax expense | | — |
| | 307,177 |
| | 168,131 |
| | — |
| | 475,308 |
| Consolidated net income (loss) | | 984,656 |
| | 516,369 |
| | 483,621 |
| | (1,000,813 | ) | | 983,833 |
| Loss attributed to the noncontrolling interests | | — |
| | — |
| | (823 | ) | | — |
| | (823 | ) | Net income (loss) attributed to Staples, Inc. | | $ | 984,656 |
| | $ | 516,369 |
| | $ | 484,444 |
| | $ | (1,000,813 | ) | | $ | 984,656 |
|
Condensed Consolidating Statement of Income For the year ended January 29, 2011 (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | Staples, Inc.
(Parent Co.) | | Guarantor
Subsidiaries | | Non-Guarantor
Subsidiaries | | Eliminations | | Consolidated | Sales | | $ | — |
| | $ | 14,900,355 |
| | $ | 9,644,758 |
| | $ | — |
| | $ | 24,545,113 |
| Cost of goods sold and occupancy costs | | 11,277 |
| | 11,126,849 |
| | 6,800,832 |
| | — |
| | 17,938,958 |
| Gross (loss) profit | | (11,277 | ) | | 3,773,506 |
| | 2,843,926 |
| | — |
| | 6,606,155 |
| Operating and other (income) expenses | | (893,225 | ) | | 3,072,351 |
| | 2,154,558 |
| | 915,876 |
| | 5,249,560 |
| Consolidated income (loss) before income taxes | | 881,948 |
| | 701,155 |
| | 689,368 |
| | (915,876 | ) | | 1,356,595 |
| Income tax expense | | — |
| | 318,705 |
| | 149,321 |
| | — |
| | 468,026 |
| Consolidated net income (loss) | | 881,948 |
| | 382,450 |
| | 540,047 |
| | (915,876 | ) | | 888,569 |
| Income attributed to the noncontrolling interests | | — |
| | — |
| | 6,621 |
| | — |
| | 6,621 |
| Net income (loss) attributed to Staples, Inc. | | $ | 881,948 |
| | $ | 382,450 |
| | $ | 533,426 |
| | $ | (915,876 | ) | | $ | 881,948 |
|
Condensed Consolidating Statement of Income For the year ended January 30, 2010 (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | Staples, Inc.
(Parent Co.) | | Guarantor
Subsidiaries | | Non-Guarantor
Subsidiaries | | Eliminations | | Consolidated | Sales | | $ | — |
| | $ | 13,577,862 |
| | $ | 10,697,589 |
| | $ | — |
| | $ | 24,275,451 |
| Cost of goods sold and occupancy costs | | 11,324 |
| | 10,043,973 |
| | 7,746,251 |
| | — |
| | 17,801,548 |
| Gross (loss) profit | | (11,324 | ) | | 3,533,889 |
| | 2,951,338 |
| | — |
| | 6,473,903 |
| Operating and other (income) expenses | | (749,995 | ) | | 2,956,530 |
| | 2,261,707 |
| | 849,767 |
| | 5,318,009 |
| Consolidated income (loss) before income taxes | | 738,671 |
| | 577,359 |
| | 689,631 |
| | (849,767 | ) | | 1,155,894 |
| Income tax expense | | — |
| | 174,152 |
| | 224,631 |
| | — |
| | 398,783 |
| Consolidated net income (loss) | | 738,671 |
| | 403,207 |
| | 465,000 |
| | (849,767 | ) | | 757,111 |
| Income attributed to the noncontrolling interests | | — |
| | — |
| | 18,440 |
| | — |
| | 18,440 |
| Net income (loss) attributed to Staples, Inc. | | $ | 738,671 |
| | $ | 403,207 |
| | $ | 446,560 |
| | $ | (849,767 | ) | | $ | 738,671 |
|
Condensed Consolidating Statement of Cash Flows For the year ended January 28, 2012 (in thousands) | | | | | | | | | | | | | | | | | | | | Staples, Inc.
(Parent Co.) | | Guarantor
Subsidiaries | | Non-
Guarantor
Subsidiaries | | Consolidated | Net cash provided by operating activities | | $ | 1,334,183 |
| | $ | 197,956 |
| | $ | 44,336 |
| | $ | 1,576,475 |
| Investing activities: | | | | | | | | | Acquisition of property and equipment | | (49,863 | ) | | (206,150 | ) | | (127,641 | ) | | (383,654 | ) | Cash used in investing activities | | (49,863 | ) | | (206,150 | ) | | (127,641 | ) | | (383,654 | ) | Financing activities: | | | | | | | | | Proceeds from the exercise of stock options and the sale of stock under employee stock purchase plans | | 73,866 |
| | — |
| | — |
| | 73,866 |
| Proceeds from borrowings | | 93,856 |
| | 12,378 |
| | 195,609 |
| | 301,843 |
| Payments on borrowings, including payment of deferred financing fees | | (567,419 | ) | | — |
| | (253,212 | ) | | (820,631 | ) | Purchase of noncontrolling interest | | — |
| | — |
| | (10,000 | ) | | (10,000 | ) | Cash dividends paid | | (277,936 | ) | | — |
| | — |
| | (277,936 | ) | Excess tax benefits from stock-based compensation arrangements | | 812 |
| | 841 |
| | 152 |
| | 1,805 |
| Purchase of treasury stock, net | | (629,041 | ) | | — |
| | — |
| | (629,041 | ) | Cash (used in) provided by financing activities | | (1,305,862 | ) | | 13,219 |
| | (67,451 | ) | | (1,360,094 | ) | Effect of exchange rate changes on cash and cash equivalents | | — |
| | — |
| | (29,835 | ) | | (29,835 | ) | Net (decrease) increase in cash and cash equivalents | | (21,542 | ) | | 5,025 |
| | (180,591 | ) | | (197,108 | ) | Cash and cash equivalents at beginning of period | | 406,821 |
| | 38,298 |
| | 1,016,138 |
| | 1,461,257 |
| Cash and cash equivalents at end of period | | $ | 385,279 |
| | $ | 43,323 |
| | $ | 835,547 |
| | $ | 1,264,149 |
|
Condensed Consolidating Statement of Cash Flows For the year ended January 29, 2011 (in thousands) | | | | | | | | | | | | | | | | | | | | Staples, Inc.
(Parent Co.) | | Guarantor
Subsidiaries | | Non-
Guarantor
Subsidiaries | | Consolidated | Net cash provided by operating activities | | $ | 479,783 |
| | $ | 198,293 |
| | $ | 768,415 |
| | $ | 1,446,491 |
| Investing activities: | | | | | | | | | Acquisition of property and equipment | | (56,984 | ) | | (214,319 | ) | | (137,586 | ) | | (408,889 | ) | Acquisition of businesses, net of cash acquired | | — |
| | — |
| | (63,066 | ) | | (63,066 | ) | Cash used in investing activities | | (56,984 | ) | | (214,319 | ) | | (200,652 | ) | | (471,955 | ) | Financing activities: | | | | | | | | | Proceeds from the exercise of stock options and the sale of stock under employee stock purchase plans | | 85,429 |
| | — |
| | — |
| | 85,429 |
| Proceeds from borrowings | | 71,033 |
| | — |
| | 130,533 |
| | 201,566 |
| Payments on borrowings | | (96,207 | ) | | — |
| | (111,271 | ) | | (207,478 | ) | Cash dividends paid | | (258,746 | ) | | — |
| | — |
| | (258,746 | ) | Purchase of noncontrolling interest | | — |
| | — |
| | (360,595 | ) | | (360,595 | ) | Purchase of treasury stock, net | | (398,582 | ) | | — |
| | — |
| | (398,582 | ) | Cash used in financing activities | | (597,073 | ) | | — |
| | (341,333 | ) | | (938,406 | ) | Effect of exchange rate changes on cash and cash equivalents | | — |
| | — |
| | 9,308 |
| | 9,308 |
| Net (decrease) increase in cash and cash equivalents | | (174,274 | ) | | (16,026 | ) | | 235,738 |
| | 45,438 |
| Cash and cash equivalents at beginning of period | | 581,095 |
| | 54,324 |
| | 780,400 |
| | 1,415,819 |
| Cash and cash equivalents at end of period | | $ | 406,821 |
| | $ | 38,298 |
| | $ | 1,016,138 |
| | $ | 1,461,257 |
|
Condensed Consolidating Statement of Cash Flows For the year ended January 30, 2010 (in thousands) | | | | | | | | | | | | | | | | | | | | Staples, Inc.
(Parent Co.) | | Guarantor
Subsidiaries | | Non-
Guarantor
Subsidiaries | | Consolidated | Net cash provided by operating activities | | $ | 1,709,923 |
| | $ | 159,872 |
| | $ | 214,413 |
| | $ | 2,084,208 |
| Investing activities: | | | | | | | | | Acquisition of property and equipment | | (42,737 | ) | | (155,684 | ) | | (114,807 | ) | | (313,228 | ) | Cash used in investing activities | | (42,737 | ) | | (155,684 | ) | | (114,807 | ) | | (313,228 | ) | Financing activities: | | | | | | | | | Payments on issuance of commercial paper | | (1,195,557 | ) | | — |
| | — |
| | (1,195,557 | ) | Proceeds from borrowings | | 869,380 |
| | — |
| | 342,044 |
| | 1,211,424 |
| Payments on borrowings, including payment of deferred financing fees | | (721,044 | ) | | — |
| | (224,289 | ) | | (945,333 | ) | Purchase of treasury stock, net | | (30,661 | ) | | — |
| | — |
| | (30,661 | ) | Excess tax benefits from stock-based compensation arrangements | | 3,452 |
| | 5,053 |
| | 258 |
| | 8,763 |
| Cash dividends paid | | (236,874 | ) | | — |
| | — |
| | (236,874 | ) | Proceeds from the exercise of stock options and the sale of stock under employee stock purchase plans | | 150,958 |
| | — |
| | — |
| | 150,958 |
| Cash (used in) provided by financing activities | | (1,160,346 | ) | | 5,053 |
| | 118,013 |
| | (1,037,280 | ) | Effect of exchange rate changes on cash and cash equivalents | | — |
| | — |
| | 48,345 |
| | 48,345 |
| Net increase in cash and cash equivalents | | 506,840 |
| | 9,241 |
| | 265,964 |
| | 782,045 |
| Cash and cash equivalents at beginning of period | | 74,255 |
| | 45,083 |
| | 514,436 |
| | 633,774 |
| Cash and cash equivalents at end of period | | $ | 581,095 |
| | $ | 54,324 |
| | $ | 780,400 |
| | $ | 1,415,819 |
|
|