Restructuring Charges

In accordance with the provisions of Accounting Standards Codification ("ASC") Topic 420, “Exit or Disposal Cost Obligations,” the Company's policy is to recognize costs associated with restructuring activities when a liability has been incurred. Restructuring charges are associated with management-approved restructuring plans and include costs related to severance payments and continuation of benefits in connection with employee terminations, ongoing lease obligations for vacant facilities and other associated expenses. Employee termination costs associated with ongoing benefit arrangements are accrued when the obligations are considered probable and can be reasonably estimated, while such costs associated with one-time benefit arrangements generally are accrued when the key terms of the arrangement have been communicated to the affected employees. Costs related to ongoing lease obligations for vacant facilities are recognized once the Company has ceased using the facility, and the related liability is recorded net of estimated future sublease income. Estimates relating to potential sublet rates and expected vacancy periods involve judgment and uncertainties, and the settlement of these liabilities could differ materially from recorded amounts.

In the third quarter of 2012, the Company announced a strategic plan (the “Plan”) aimed at accelerating growth, particularly in the Company's online businesses. Elements of the Plan include more fully integrating our retail and online offerings, restructuring our International Operations segment and improving the productivity of our stores in North America. Pursuant to the Plan, the Company plans to:


▪	close 46 retail stores in Europe and accelerate the closure of 15 retail stores in the United States;


▪	close and consolidate certain sub-scale delivery businesses in Europe;


▪	pursue the sale of PSD;


▪	reorganize certain general and administrative functions in Europe; and


▪	rebrand its business in Australia from the Corporate Express tradename to the Staples tradename.

As a result of the actions to be taken under the Plan, including those taken in the third quarter of 2012, the Company estimates that it will incur total pre-tax restructuring charges related to continuing operations of $100.0 million to $120.0 million for ongoing lease obligations related to facility closures, $70.0 million to $90.0 million for employee severance and benefit costs, and $10.0 million to $20.0 million for other closure related expenses. Of these amounts, approximately $145.0 million to $195.0 million relates to the Company's International Operations segment and approximately $35.0 million relates to the North American Retail segment. The Company expects to substantially complete the actions required under the Plan by the end of fiscal 2013.

During the third quarter of 2012, the Company recorded pre-tax restructuring charges of $30.4 million related to continuing operations, including $19.2 million for severance and benefit costs and $11.2 million for other associated costs. The Company did not record any charges in the third quarter of 2012 related to lease obligations. The charges incurred in the third quarter of 2012 relate to the Company's International Operations segment.

During the third quarter of 2012, the Company recorded a pre-tax charge of $18.4 million for severance and benefit costs in connection with the Company's decision to pursue the sale of PSD, which is included in (Loss) income from discontinued operations, net of income taxes (see Note E - Discontinued Operations). The Company does not expect to incur additional restructuring charges in the future for PSD in connection with the Plan.

The table below shows the restructuring charges recorded during 2012 and the related liability balances as of October 27, 2012 for each major type of cost associated with the Plan (in thousands):



	Continuing Operations						Discontinued Operations
	Employee Related		Other		Total		Employee Related
Accrued restructuring balance as of January 28, 2012	$	—	$	—	$	—	$	—
Charges	19,198		11,198		30,396		18,433
Adjustments	—		—		—		—
Cash Payments	—		—		—		—
Foreign currency translations	—		—		—		—
Accrued restructuring balance as of October 27, 2012	$	19,198	$	11,198	$	30,396	$	18,433

The Company expects that payments related to employee related liabilities will be substantially completed by the end of fiscal 2013.

For continuing operations, the restructuring liabilities recorded in the third quarter of 2012 are included within Accrued expenses and other current liabilities in the Company's condensed consolidated balance sheet as of October 27, 2012. For discontinued operations, all liabilities are classified within Current liabilities of discontinued operations.

All restructuring charges related to continuing operations are presented within Restructuring charges in the Company's condensed consolidated statements of comprehensive income. The table below shows how the $30.4 million of restructuring charges related to continuing operations would have been allocated if the Company had recorded the expenses within the functional department of the restructured activities (in thousands):



	13 and 39 Weeks Ended
	October 27, 2012
Cost of goods sold and occupancy costs	$	15,498
Selling, general and administrative	14,898
Total	$	30,396

As a result of the Company's plans to close 46 retail stores in Europe and 15 retail stores in the United States and to consolidate certain sub-scale delivery businesses in Europe, the Company incurred long-lived asset impairment charges of $34.7 million in the third quarter of 2012 (see Note D - Impairment of Goodwill and Long-Lived Assets).

Also during the third quarter of 2012, the Company announced a plan to rebrand the Company's Australian business, a component of the Company's International Operations segment, pursuant to which the Company will accelerate the transition from the legacy Corporate Express tradename to the exclusive use of the Staples brand name. As a result of this plan, the Company recorded accelerated amortization totaling $15.6 million in the third quarter of 2012. This amount was recorded in Amortization of intangibles in the condensed consolidated statement of comprehensive income. Amortization expense related to the tradename's $5.0 million remaining carrying value will be recognized over its revised remaining useful life, which ends in the fourth quarter of 2012. Prior to the decision to rebrand this business, the carrying value of the tradename was scheduled to be amortized through the end of the Company's fiscal year 2014.