OfficeMax 2008 Annual Report Download

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Incorporated 2008 Annual Report

Table of contents

  • Page 1
    Incorporated 2008 Annual Report

  • Page 2
    ... global financial markets. For OfficeMax, 2008 was a time to learn, adjust, and most importantly persevere as we focused on pursuing a strategy to address near-term challenges while also positioning the Company for long-term success. Like many of our competitors, OfficeMax experienced declining year...

  • Page 3
    ... period from Commission File Number: 1-5057 OFFICEMAX INCORPORATED (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 263 Shuman Boulevard, Naperville, Illinois (Address of principal executive offices) (630) 438-7800...

  • Page 4
    ...Market Risk ...Financial Statements and Supplementary Data ...Changes In and Disagreements With Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...13 15 17 42 43 94 94 94 PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors and Executive...

  • Page 5
    ... 33,000 associates through direct sales, catalogs, the Internet and retail stores. Our common stock trades on the New York Stock Exchange under the ticker symbol OMX, and our corporate headquarters is in Naperville, Illinois. OfficeMax Incorporated (formerly Boise Cascade Corporation) was organized...

  • Page 6
    ... and paper, print and document services, technology products and solutions and office furniture. Our retail segment has operations in the United States, Puerto Rico and the U.S. Virgin Islands. Our retail office supply stores feature OfficeMax ImPress, an in-store module devoted to print-for-pay and...

  • Page 7
    ... markets are highly and increasingly competitive. Customers have many options when purchasing office supplies and paper, print and document services, technology products and solutions and office furniture. We compete with worldwide contract stationers, office supply superstores, mass merchandisers...

  • Page 8
    ... geographic area is presented in Note 15. ''Segment Information'', of the Notes to Consolidated Financial Statements in ''Item 8. Financial Statements and Supplementary Data'' of this Form 10-K. Identification of Executive Officers Information with respect to our executive officers is set forth in...

  • Page 9
    ...to $70 million in the near term) in order to maintain required funding levels under the Pension Plans which will have an adverse impact on our cash flows and our financial results. Financial market performance could materially change these expected payments. Our business may be adversely affected by...

  • Page 10
    ... markets are highly and increasingly competitive. Customers have many options when purchasing office supplies and paper, print and document services, technology products and solutions and office furniture. We compete with worldwide contract stationers, office supply superstores, mass merchandisers...

  • Page 11
    ... employee benefit costs, including insurance costs and compensation programs. Failure to attract and retain sufficient qualified personnel could interfere with our ability to adequately provide services to customers. Our expanded offering of proprietary branded products may not improve our financial...

  • Page 12
    ... security may adversely affect our business. Through our sales and marketing activities, we collect and store certain personal information that our customers provide to purchase products or services, enroll in promotional programs, register on our website, or otherwise communicate and interact...

  • Page 13
    ... all of our requirements of paper for resale from Boise Cascade, L.L.C., or its affiliates or assigns, on a long term basis. The price we pay for this paper is market based and therefore subject to fluctuations in the supply and demand for the products. Our purchase obligation limits our ability to...

  • Page 14
    ..., and our retail operations from Shaker Heights, Ohio, to a single headquarters facility located in Naperville, Illinois. OfficeMax, Contract As of January 24, 2009, OfficeMax, Contract operated 47 distribution centers in 24 states, Puerto Rico, Canada, Australia and New Zealand. The following...

  • Page 15
    ... Nevada New Jersey New Mexico New York North Carolina North Dakota Ohio 2 1 1 9 43 42 5 29 3 10 14 4 9 31 28 3 55 Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Virginia Washington West Virginia Wisconsin Wyoming Puerto Rico U.S. Virgin Islands Mexico...

  • Page 16
    ... we have been named a defendant in a number of cases where the plaintiffs allege asbestos-related injuries from exposure to asbestos products or exposure to asbestos while working at job sites. The claims vary widely and often are not specific about the plaintiffs' contacts with the Company. None of...

  • Page 17
    ....officemax.com, by clicking on ''About us,'' ''Investors'' and then ''Corporate Governance.'' You also may obtain copies of these policies, charters and codes by contacting our Investor Relations Department, 263 Shuman Boulevard, Naperville, Illinois 60563, or by calling (630) 864-6800. Information...

  • Page 18
    ... Index DOLLARS 150 100 50 0 2003 2004 2005 2006 2007 25FEB200912491738 2008 ANNUAL RETURN PERCENTAGE Years Ending Company\Index Name OfficeMax Incorporated ...S&P 500 Index ...S&P Small Cap 600 Index ...S&P 500 Specialty Retail Index ...Dec 04 ǁ2.81 10.88 22.65 12.28 Dec 05 ǁ17.54 4.91 7.68...

  • Page 19
    ... of Financial Condition and Results of Operations'' and ''Item 8. Financial Statements and Supplementary Data'' of this Form 10-K. 2008(a) 2007(b) 2006(c) 2005(d) 2004(e) (millions, except per-share amounts) Assets Current assets ...Property and equipment, net Goodwill ...Timber notes receivable...

  • Page 20
    ... sale of our paper, forest products and timberland assets to affiliates of Boise Cascade, L.L.C., a new company formed by Madison Dearborn Partners LLC, and recorded a $280.6 million pre-tax gain. Part of the consideration we received in connection with the Sale consisted of timber installment notes...

  • Page 21
    ... timber installment note guaranteed by Lehman as a result of the Lehman bankruptcy in September 2008. • We recorded charges related to severance of various sales and field reorganizations in our Retail and Contract segments, as well as a significant reduction in force at the corporate headquarters...

  • Page 22
    ... the revolving credit facility. For the full year 2008, we generated $223.7 million of cash from operations reflecting our focus on working capital management, which yielded reduced collection days outstanding for accounts receivable, as well as a decrease in inventory per location while maintaining...

  • Page 23
    ... in force at the corporate headquarters. We also recorded $4.7 million of pre-tax charges related to store closings and lease terminations, and pre-tax charges of $2.4 million related to the consolidation of the Contract segment's manufacturing facilities in New Zealand. Offsetting these charges was...

  • Page 24
    ... first quarter of 2008, the Company effectively settled an audit with the Federal government for all tax years through 2005. As a result of the settlement and other related filings, the Company recognized a $6.8 million benefit in its tax provision for 2008. The goodwill, trade names and other long...

  • Page 25
    ... of sales a year earlier. The improvement in operating and selling expenses as a percent of sales was the result of targeted cost reduction programs, including lower promotion and marketing costs and delivery expenses in the Contract segment, and reduced store labor and marketing costs in our Retail...

  • Page 26
    ... States, Puerto Rico and the U.S. Virgin Islands. Our retail segment's office supply stores feature OfficeMax ImPress, an in-store module devoted to print-for-pay and related services. Our retail segment also operates office products stores in Mexico through a 51% owned joint venture. Corporate...

  • Page 27
    ... sales to new and retained customers and c) lower sales from small market public website and catalog business customers. Early in the fourth quarter of 2008, we entered into an alliance with Lyreco to service our respective global customers. This agreement allows OfficeMax to supply global customers...

  • Page 28
    ... million related to impairment of the Contract segment's goodwill balance. Other operating expense of $9.3 million included employee severance costs in our U.S and international operations and the costs to consolidate manufacturing facilities in New Zealand. For more information regarding impairment...

  • Page 29
    ...occupancy costs and increased inventory shrinkage costs was partially offset by increased merchandise margins and a sales-mix shift towards higher-margin office supplies category sales. Increased fuel prices were mostly offset by fulfillment improvement programs and flexible delivery scheduling that...

  • Page 30
    ... and targeted cost controls, including the benefits from the reorganization of our Retail store management in the second quarter and Retail field and ImPress management undertaken in the first quarter. The Retail segment total operating expenses were impacted by a number of charges during 2008. The...

  • Page 31
    ...in 2008 included a $735.8 million charge related to the impairment of the timber installment note guaranteed by Lehman, a $4.3 million severance charge related to a fourth quarter reduction in force at our corporate headquarters and a $3.1 million gain, primarily related to the release of a warranty...

  • Page 32
    ...Timber Notes'' in this section. Integration Activities and Facility Closure In September 2005, the board of directors approved a plan to relocate and consolidate our retail headquarters in Shaker Heights, Ohio and existing corporate headquarters in Itasca, Illinois into a new facility in Naperville...

  • Page 33
    ...-to-inventory leverage. These changes were partially offset by the monetization of certain Company-owned life insurance assets. We sponsor noncontributory defined benefit pension plans covering certain terminated employees, vested employees, retirees, and some active OfficeMax, Contract employees...

  • Page 34
    ... was suspended in December 2008. In 2008, we paid down debt of $40.0 million, net of additional borrowings, primarily by Grupo OfficeMax, our 51% owned joint venture in Mexico. Given the low market price of the Company's stock throughout 2008, there were no stock option exercises. We received...

  • Page 35
    ... the year ended December 27, 2008. The Company is also charged an unused line fee of 0.25% on the amount by which the maximum available credit exceeds the average daily outstanding borrowings and letters of credit. As of December 27, 2008, Grupo OfficeMax, our 51% owned joint venture in Mexico, had...

  • Page 36
    ... 29, 2008. This resulted in $20.4 million of additional interest expense that will only be paid if the corresponding interest income is collected. At the time of the Sale, we generated a tax gain and recognized the related deferred tax liability. The timber note structure allowed the Company to...

  • Page 37
    ... amounts owed on our note agreements, revenue bonds and credit agreements assuming the debt is held to maturity. The amounts above include both current and non-current liabilities. There are $69.2 million of revenue bonds maturing after 2013 that may be called in the near future depending upon...

  • Page 38
    ... enforceable or legally binding or are subject to change based on our business decisions. Off-Balance-Sheet Activities and Guarantees ''Note 16, Commitments and Guarantees,'' of the Notes to Consolidated Financial Statements in ''Item 8. Financial Statements and Supplementary Data'' in this Form 10...

  • Page 39
    ... include the important new-year office supply restocking month of January, the back-to-school period and the holiday selling season, respectively. Disclosures of Financial Market Risks Financial Instruments Our debt is predominantly fixed-rate. At December 27, 2008, the estimated current fair value...

  • Page 40
    ... OfficeMax and Boise Cascade, L.L.C. entered into in connection with the Sale, we may have been required to make substantial cash payments to, or entitled to receive substantial cash payments from, Boise Cascade, L.L.C. In February 2008, Boise Cascade, L.L.C. sold a majority interest in its paper...

  • Page 41
    ... for changes in anticipated product sales and expected purchase levels. Volume-based rebates and allowances earned are initially recorded as a reduction in the cost of merchandise inventories and are included in operations (as a reduction of cost of goods sold) in the period the related product is...

  • Page 42
    ... our long-term asset return assumption on the average rate of earnings expected on invested funds. We believe that the accounting estimate related to pensions is a critical accounting estimate because it is highly susceptible to change from period to period, based on the performance of plan assets...

  • Page 43
    ... 27, 2008, the funded status of our defined benefit pension and other postretirement benefit plans was a liability of $452.6 million. Changes in assumptions related to the measurement of funded status could have a material impact on the amount reported. Income Taxes Income taxes are accounted for...

  • Page 44
    ... prior to the closing of the Sale continue to be liabilities of OfficeMax, in addition to the liabilities related to certain sites referenced in Note 17, Legal Proceedings and Contingencies, of the Notes to Consolidated Financial Statements in ''Item 8. Financial Statements and Supplementary Data...

  • Page 45
    ... cash flows using a discount rate reflecting a market-based, weighted average cost of capital. In estimating future cash flows, we used our internal budgets and operating plans, which include assumptions about retail store openings and closures, the consolidation of our distribution networks and...

  • Page 46
    ...RISK Information concerning quantitative and qualitative disclosures about market risk is included under the caption ''Disclosures of Financial Market Risks'' in ''Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations'' in this Form 10-K and is incorporated by...

  • Page 47
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OfficeMax Incorporated and Subsidiaries Consolidated Statements of Income (Loss) Fiscal Year Ended ...20 1.29 (0.10) 1.19 December 27, 2008 Sales ...Cost of goods sold and occupancy costs ...Gross profit ...Operating expenses Operating and selling...

  • Page 48
    OfficeMax Incorporated and Subsidiaries Consolidated Balance Sheets December 27, 2008 December 29, 2007 (thousands, except share and per-share amounts) ASSETS Current assets: Cash and cash equivalents ...Receivables, net ...Related party receivables ...Inventories ...Deferred income taxes and ...

  • Page 49
    OfficeMax Incorporated and Subsidiaries Consolidated Balance Sheets December 27, 2008 December 29, 2007 (thousands, except share and per-share amounts) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of debt ...Accounts payable: Trade ...Related parties ...Income tax ...

  • Page 50
    ... Incorporated and Subsidiaries Consolidated Statements of Cash Flows Fiscal Year Ended December 27, December 29, December 30, 2008 2007 2006 (thousands) Cash provided by (used for) operations: Net income (loss) ...Items in net income (loss) not using (providing) cash: Earnings from affiliates...

  • Page 51
    OfficeMax Incorporated and Subsidiaries Consolidated Statements of Shareholders' Equity For the Fiscal Years ended December 27, 2008, December 29, 2007 and December 30, 2006 Common Shares Outstanding Retained Accumulated Additional Earnings Other Paid-In (Accumulated Comprehensive Capital Deficit) ...

  • Page 52
    ..., Australia, New Zealand and Mexico. The Company's common stock is traded on the New York Stock Exchange under the ticker symbol OMX. The Company's corporate headquarters is located in Naperville, Illinois, and the OfficeMax website address is www.officemax.com. The Company manages its business...

  • Page 53
    ... of the Consolidated Statements of Cash Flows. Accounts Receivable Accounts receivable relate primarily to amounts owed by customers for trade sales of products and services and amounts due from vendors under volume purchase rebate, cooperative advertising and various other marketing programs. An...

  • Page 54
    ... agreement with a third-party service provider that manages the Company's private label credit card program and directly extends credit to customers. We are currently attempting to restructure our private label credit card program as the current card program terminates on May 31, 2009. A new program...

  • Page 55
    ...27, 2008 and December 29, 2007, the Company held an investment in affiliates of Boise Cascade, L.L.C., which is accounted for under the cost method. (See Note 10, ''Investments in Affiliates,'' for additional information related to the Company's investments in affiliates.) Capitalized Software Costs...

  • Page 56
    ... and some active OfficeMax, Contract employees. The Company also sponsors various retiree medical benefit plans. The type of retiree medical benefits and the extent of coverage vary based on employee classification, date of retirement, location, and other factors. The Company explicitly reserves the...

  • Page 57
    ... and closed-site monitoring costs recorded on the Company's Consolidated Balance Sheet was $4.2 million for both December 27, 2008 and December 29, 2007. These obligations are related to assets held for sale. Environmental liabilities that relate to the operation of the sold paper, forest products...

  • Page 58
    ... catalog costs, which are included in other current assets in the Consolidated Balance Sheets, totaled $10.4 million at December 27, 2008, and $7.6 million at December 29, 2007. Pre-Opening Expenses The Company incurs certain non-capital expenses prior to the opening of a store. These pre-opening...

  • Page 59
    ... in earnings. Instruments that do not meet the criteria for hedge accounting and contracts for which the Company has not elected hedge accounting, are marked to fair value with unrealized gains or losses reported in earnings. The Company has no significant outstanding hedge activity at year-end...

  • Page 60
    ... the corporate headquarters (of which $15 million was paid by year-end) and $2.4 million related to the consolidation of the Contract segment's manufacturing facilities in New Zealand. In 2008 we also recorded $8.7 million of charges related to four domestic retail stores where we have signed lease...

  • Page 61
    ... businesses. In 2007 and 2006, we recognized pre-tax income and received cash payments from Boise Cascade L.L.C. of $32.5 million and $48.0 million, respectively, related to the Additional Consideration Agreement that was entered into in connection with the 2004 sale of our paper, forest products...

  • Page 62
    ... Court for the Southern District of New York seeking relief under chapter 11 of the United States Bankruptcy Code. On September 17, 2008, attorneys for OMX Timber II delivered notices to the trustee under the indenture applicable to the Securitization Notes guaranteed by Lehman, to the issuer of...

  • Page 63
    ... due relating to the accelerated recognition of the triggered gain was approximately $30 million, which we paid prior to year-end. Finally, per the timber note agreements, the OMXSPE was expected to receive approximately $41 million in interest annually under the Lehman Guaranteed Installment Note...

  • Page 64
    ...'s carrying value. The implied fair value is calculated based on the estimated future discounted cash flows associated with the intangible asset. In the second quarter, the Company recorded estimated impairment of the trade names in the Retail reporting unit of $80.0 million, before taxes. Upon 60

  • Page 65
    ...of the acquisition of OfficeMax in 2003, the Company recorded the entire purchase price (except for the portion related to a small direct business and its associated goodwill which was immediately transferred to the Contract segment) within the Retail segment. However, at the time of the acquisition...

  • Page 66
    ... reserves that were recorded in purchase accounting. Acquired Intangible Assets Intangible assets represent the values assigned to trade names, customer lists and relationships, noncompete agreements and exclusive distribution rights of businesses acquired. The trade name assets have an indefinite...

  • Page 67
    ... costs and $78.2 million of estimated future lease obligations. In September 2005, the board of directors approved a plan to relocate and consolidate our retail headquarters in Shaker Heights, Ohio and existing corporate headquarters in Itasca, Illinois into a new facility in Naperville, Illinois...

  • Page 68
    ..., retail store closures and headquarters consolidation was as follows: Lease\ Contract Terminations Balance at December 31, 2005 ...Charges to income . . Change in goodwill . . Changes to estimated included in income Cash payments ...Non-cash charges . . Accretion ...costs ...Severance\ Retention...

  • Page 69
    .... Options to purchase 0.4 million shares of common stock were outstanding during 2007, but were not included in the computation of diluted income (loss) per common share because the impact would have been anti-dilutive as the option price was higher than the average market price during the year. 65

  • Page 70
    ...) from continuing operations as shown in the Consolidated Statements of Income (Loss) includes the following components: 2008 Current income tax (provision) benefit Federal ...State ...Foreign ...Deferred income tax (provision) benefit Federal ...State ...Foreign ...2007 (thousands) 2006 $ (10,111...

  • Page 71
    ... installment notes, filed a bankruptcy petition seeking relief under chapter 11 of the United States Bankruptcy Code. Therefore, approximately half of the deferred tax gain was accelerated and the related taxes became due and payable in 2008. The Company had available alternative minimum tax credits...

  • Page 72
    ... income, and tax planning strategies in making the assessment of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management believes it is more likely than not that the Company will realize the benefits of these deductible differences...

  • Page 73
    ... its retail stores as well as certain other property and equipment under operating leases. These leases are noncancelable and generally contain multiple renewal options for periods ranging from three to five years, and require the Company to pay all executory costs such as maintenance and insurance...

  • Page 74
    ...on the Consolidated Balance Sheets at December 27, 2008 or December 29, 2007. 10. Investments in Affiliates In connection with the sale of the paper, forest products and timberland assets in 2004 (the ''Sale''), the Company invested $175 million in the equity units of affiliates of the buyer, Boise...

  • Page 75
    ..., respectively. The distribution received in 2008 included an amount related to the income tax liability associated with the allocated gain on the sale by Boise Cascade, L.L.C. of a majority interest in its paper and packaging and newsprint businesses during the first quarter of 2008. We review the...

  • Page 76
    ... Maturities The scheduled payments of debt, excluding timber notes due in 2019, are $64.5 million in 2009, $16.2 million in 2010, $3.0 million in 2011, $37.6 million in 2012, $4.2 million in 2013 and $229.5 million thereafter. Credit Agreements Prior to July 2007, the Company sold, on a revolving...

  • Page 77
    ... to Grupo OfficeMax, commensurate with our ownership percentage in the joint venture. The Company may need to make additional capital contributions in the future. Note Agreements The indentures related to the 6.50% senior notes due in 2010 and 7.00% senior notes due in 2013 contained a number of...

  • Page 78
    ... Timber notes receivable: The fair value is determined as the present value of expected future cash flows discounted at the current interest rate for loans of similar terms with comparable credit risk. • Restricted investments: The fair values of debt securities are based on quoted market prices...

  • Page 79
    ...or downward based on paper prices following the Sale, subject to annual and aggregate caps. The Company recorded changes in the fair value of the Additional Consideration Agreement in net income (loss) in the period they occurred; however, any potential payments from Boise Cascade, L.L.C. to us were...

  • Page 80
    ... OfficeMax, Contract employees. The Company's salaried pension plan was closed to new entrants on November 1, 2003, and on December 31, 2003, the benefits of eligible OfficeMax, Contract participants were frozen. Under the terms of the Company's plans, the pension benefit for salaried employees...

  • Page 81
    ... prior service cost (benefit) ...Net amount recognized ... The following table shows the amounts recognized in the Consolidated Balance Sheets related to the Company's defined benefit pension and other postretirement benefit plans at year-end: Pension Benefits 2008 2007 Prepaid benefit cost...

  • Page 82
    ...: Pension Benefits 2008 Weighted average assumptions: Discount rate ...Expected long-term return on plan assets ... 2007 2006 Other Benefits United States Canada 2008 2007 2006 2008 2007 2006 6.30% 8.00% 5.80% 8.00% 5.60% 8.00% 5.90% - 5.60% - 5.20% - 5.50% - 5.00% - 5.10% - The Company...

  • Page 83
    ... of the investment policy for the Company's pension plans. The investment policy is structured to optimize growth of the pension plan trust assets, while minimizing the risk of significant losses, in order to enable the plans to satisfy their benefit payment obligations over time. Plan assets are...

  • Page 84
    .... For further information related to pension plans, see Contractural Obligations and Disclosures of Financial Market Risks in ''Item 7. Managements' Discussion and Analysis of Financial Condition and Results of Operations'' of this Form 10K. Qualified pension benefit payments are paid from the...

  • Page 85
    ... expense from all share-based payment transactions with employees in the consolidated financial statements at fair value. The Company sponsors several share-based compensation plans, which are described below. Compensation costs related to the Company's share-based plans were $0.3 million, $26...

  • Page 86
    ...tax benefit recognized in the income statement for share-based compensation arrangements was $0.1 million, $10.5 million and $9.6 million for 2008, 2007 and 2006, respectively. 2003 Director Stock Compensation Plan and OfficeMax Incentive and Performance Plan In February 2003, the Company's Board of...

  • Page 87
    ... In 2004, the Company granted 14,765 shares of restricted stock to non-employee directors. The restricted stock granted to directors vests six months from their termination or retirement from board service and 4,670 of these restricted stock shares remain outstanding at December 27, 2008. These RSUs...

  • Page 88
    ...Director Stock Compensation Plan (''DSCP''). No further grants will be made under the KESOP , DSOP or DSCP . The KESOP provided for the grant of options to purchase shares of common stock to key employees of the Company. The exercise price of awards under the KESOP was equal to the fair market value...

  • Page 89
    ..., Retail; and Corporate and Other. Management reviews the performance of the Company based on these segments. OfficeMax, Contract distributes a broad line of items for the office, including office supplies and paper, technology products and solutions and office furniture. OfficeMax, Contract sells...

  • Page 90
    ... paper, print and document services, technology products and solutions and office furniture. OfficeMax, Retail has operations in the United States, Puerto Rico and the U.S. Virgin Islands. OfficeMax, Retail office supply stores feature OfficeMax ImPress, an in-store module devoted to print-for-pay...

  • Page 91
    Segment sales to external customers by product line are as follows: 2008 OfficeMax, Contract Office supplies and paper ...Technology products ...Office furniture ...OfficeMax, Retail Office supplies and paper ...Technology products ...Office furniture ...Total OfficeMax Office supplies and paper(1) ...

  • Page 92
    ... and benefit plans. See Note 13. ''Retirement and Benefit Plans'' for a description of the plans and the financial implications. Pursuant to an Additional Consideration Agreement between OfficeMax and Boise Cascade, L.L.C. related to the Sale, the Company may have been required to make cash payments...

  • Page 93
    ... Asset Purchase Agreement between OfficeMax Incorporated, OfficeMax Southern Company, Minidoka Paper Company, Forest Products Holdings, L.L.C. and Boise Land & Timber Corp. The terms of this agreement include purchase price adjustments, which could require the Company to make additional payments in...

  • Page 94
    ...related to the consolidation of the Contract segment's manufacturing facilities in New Zealand, a $1.8 million charge related to restructuring the Retail field and ImPress print and document services management organization and a gain of $20.5 million related to a tax distribution from Boise Cascade...

  • Page 95
    ...Agreement we entered into in connection with the sale of our paper, forest products and timberland assets in 2004. Quarters added together may not equal full year amount because each quarter is calculated on a stand-alone basis. The Company's common stock (symbol OMX) is traded on the New York Stock...

  • Page 96
    ... Registered Public Accounting Firm The Board of Directors and Shareholders OfficeMax Incorporated: We have audited the accompanying consolidated balance sheets of OfficeMax Incorporated and subsidiaries as of December 27, 2008 and December 29, 2007, and the related consolidated statements of income...

  • Page 97
    .... As discussed in Note 1 to the consolidated financial statements, OfficeMax Incorporated adopted the provisions of FASB Interpretation No. 48, ''Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109,'' in 2007, and Statement of Financial Accounting Standards No. 158...

  • Page 98
    ... officer and chief financial officer concluded that the Company's disclosure controls and procedures were effective in alerting them in a timely manner to material information that the Company is required to disclose in its filings with the Securities and Exchange Commission. (b) Management's Report...

  • Page 99
    ... president, finance for Best Buy Co., Inc., a retailer of consumer electronics, home office products, entertainment software, appliances and related services, from 2002 to 2005. Deborah A. O'Connor, 46, was first elected an officer of the Company on July 8, 2008. At that time, Ms. O'Connor became...

  • Page 100
    ...statement and is incorporated by reference. We have adopted a Code of Ethics that applies to all OfficeMax employees and directors, including our senior financial officers. Copies of the Code are available, free of charge, on our website at www.officemax.com, by clicking on ''About us,'' ''Investors...

  • Page 101
    Company's long-term performance and the long-term interests of our shareholders. The following table summarizes the number of shares of our common stock that may be issued under our equity compensation plans as of December 27, 2008. Equity Compensation Plan Information (pending) Number of Securities...

  • Page 102
    ... AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this Form 10-K: (1) Consolidated Financial Statements. The Consolidated Financial Statements, the Notes to Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are...

  • Page 103
    ... Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OfficeMax Incorporated By /s/ SAM K. DUNCAN Sam K. Duncan Chief Executive Officer Dated: February 25, 2009 Pursuant to the requirements of the Securities...

  • Page 104
    ... appears in the December 27, 2008, annual report on Form 10-K of OfficeMax Incorporated. Our report on the Company's consolidated financial statements refers to changes in accounting for uncertainty in income taxes in 2007, and defined benefit and other postretirement plans during 2006. /s/ KPMG LLP...

  • Page 105
    ... Annual Report on Form 10-K for the Year Ended December 27, 2008 Exhibit Number 2.1 Incorporated by Reference File Exhibit Filing Filed Number Number Date Herewith 001-05057 2 7/28/04 Exhibit Description Asset Purchase Agreement dated July 26, 2004, between Boise Cascade Corporation (now OfficeMax...

  • Page 106
    ...Investment Corporation, Forest Products Holdings, L.L.C., and Boise Land & Timber Holdings Corp., dated October 29, 2004 Purchase Agreement dated December 13, 2004, between OMX Timber Finance Investments I, LLC, OMX Timber Finance Investments II, LLC, OfficeMax Incorporated, Wachovia Capital Markets...

  • Page 107
    ...05 3/16/05 Form of OfficeMax Incorporated 8-K Nonstatutory Stock Option Agreement Executive Life Insurance Program Officer Annual Physical Program Financial Counseling Program Executive Officer Mandatory Retirement Policy Form of Severance Agreement with Executive Officer (for executive officer not...

  • Page 108
    ..., 2003 Directors Stock Option Plan, as amended through September 26, 2003 Form of Agreement with Executive Officers, as amended through September 26, 2003 (for Boise Office Solutions employees who were executive officers of Boise Cascade Corporation) 2001 Key Executive Deferred Compensation Plan, as...

  • Page 109
    ...Compensation Plan Amendment to OfficeMax Incorporated Executive Savings Deferral Plan Amendment to 2003 OfficeMax Incentive and Performance Plan Form of 2006 Restricted Stock Unit Award Agreement Form of 2007 Restricted Stock Unit Award Agreement Form of 2007 Annual Incentive Award Agreement Form of...

  • Page 110
    ... Form of 2008 Restricted Stock Unit Award Agreement (Time Based) Form of 2008 Director Restricted Stock Unit Award Agreement. Form of Amendment to OfficeMax Incorporated 2007 Restricted Stock Unit Award Agreement granted to Sam Martin. Executive Officer Severance Pay Policy Form of Executive Officer...

  • Page 111
    ... 906 Certifications of Chief Executive Officer and Chief Financial Officer of OfficeMax Incorporated Form Incorporated by Reference File Exhibit Filing Filed Number Number Date Herewith X 31.2 X 32 X †(a) (1) Indicates exhibits that constitute management contracts or compensatory plans or...

  • Page 112
    ... OfficeMax S. de R.L. de C.V... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... Delaware Nevada Ontario, Canada Australia Louisiana New Zealand Ohio Delaware Delaware Bermuda Mexico Note: The names of various consolidated...

  • Page 113
    ..., summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ SAM K. DUNCAN Sam K. Duncan Chief Executive Officer b. Date: February...

  • Page 114
    ... Besanko, certify that: 1. 2. I have reviewed this annual report on Form 10-K of OfficeMax Incorporated; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances...

  • Page 115
    ... OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF OFFICEMAX INCORPORATED We are providing this Certificate pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C., Section 1350. It accompanies OfficeMax Incorporated's annual report on Form 10-K (the ''Report'') for the year...

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  • Page 119
    ... annual reports, proxy statements, financial news releases, and Securities and Exchange Commission filings. Information for shareholders is available under "Shareholder Services" in the "Investors" section. Stock Market Listing OfficeMax common stock (symbol OMX) is listed on the New York Stock...

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    Incorporated 2008 Annual Report