OfficeMax 2013 Annual Report Download
Download and view the complete annual report
Please find the complete 2013 OfficeMax annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2 -
3 -
4 -
5 -
6 -
7 -
8 -
9 -
10 -
11 -
12 -
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127
-
128
-
129
-
130
-
131
-
132
-
133
-
134
-
135
-
136
-
137
-
138
-
139
-
140
-
141
-
142
-
143
-
144
-
145
-
146
-
147
-
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
-
157
-
158
-
159
-
160
-
161
-
162
-
163
-
164
-
165
-
166
-
167
-
168
-
169
-
170
-
171
-
172
-
173
-
174
-
175
-
176
-
177
-
178
-
179
-
180
-
181
-
182
-
183
-
184
-
185
-
186
-
187
-
188
-
189
-
190
-
191
-
192
-
193
-
194
-
195
-
196
-
197
-
198
-
199
-
200
-
201
-
202
-
203
-
204
-
205
-
206
-
207
-
208
-
209
-
210
-
211
-
212
-
213
-
214
-
215
-
216
-
217
-
218
-
219
-
220
-
221
-
222
-
223
-
224
-
225
-
226
-
227
-
228
-
229
-
230
-
231
-
232
-
233
-
234
-
235
-
236
-
237
-
238
-
239
-
240
-
241
-
242
-
243
-
244
-
245
-
246
-
247
-
248
-
249
-
250
-
251
-
252
-
253
-
254
-
255
-
256
-
257
-
258
-
259
-
260
-
261
-
262
-
263
-
264
-
265
-
266
-
267
-
268
-
269
-
270
-
271
-
272
-
273
-
274
-
275
-
276
-
277
-
278
-
279
-
280
-
281
-
282
-
283
-
284
-
285
-
286
-
287
-
288
-
289
-
290
-
291
-
292
-
293
-
294
-
295
-
296
-
297
-
298
-
299
-
300
-
301
-
302
-
303
-
304
-
305
-
306
-
307
-
308
-
309
-
310
-
311
-
312
-
313
-
314
-
315
-
316
-
317
-
318
-
319
-
320
-
321
-
322
-
323
-
324
-
325
-
326
-
327
-
328
-
329
-
330
-
331
-
332
-
333
-
334
-
335
-
336
-
337
-
338
-
339
-
340
-
341
-
342
-
343
-
344
-
345
-
346
-
347
-
348
-
349
-
350
-
351
-
352
-
353
-
354
-
355
-
356
-
357
-
358
-
359
-
360
-
361
-
362
-
363
-
364
-
365
-
366
-
367
-
368
-
369
-
370
-
371
-
372
-
373
-
374
-
375
-
376
-
377
-
378
-
379
-
380
-
381
-
382
-
383
-
384
-
385
-
386
-
387
-
388
-
389
-
390
 |
 |
Table of Contents
x
¨
x¨
¨x
x¨
x¨
x
x ¨ ¨ ¨
¨x
Table of contents
-
Page 1
... file number 1-10948 Office Depot, Inc. (Exact name on registrant as specinied in its charter) Delaware (State or other jurisdiction on incorporation or organization) 59-2663954 (I.R.S. Employer Identinication No.) 33496 (Zip Code) 6600 North Military Trail, Boca Raton, Florida (Address... -
Page 2
... 4. Mine Sanety Disclosures PART II Item 5. Market nor Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases on Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis on Financial Condition and Results on Operations Item 7A. Quantitative... -
Page 3
... connection with the Merger, each outstanding share on OnniceMax common stock was converted into 2.69 shares on Onnice Depot common stock. The Company issued approximately 240 million shares on Onnice Depot, Inc. common stock to normer holders on OnniceMax common stock, representing approximately 45... -
Page 4
...onnice supply stores, a contract sales norce, an outbound telephone account management sales norce, Internet sites, direct marketing catalogs and call centers, all supported by a network on supply chain nacilities and delivery operations. Onnice Depot currently operates under the Onnice Depot ® and... -
Page 5
... services, and other solutions to customers in Canada and the United States, including Puerto Rico, and the U.S. Virgin Islands. Onnice Depot customers are served by a dedicated sales norce, through catalogs, telesales, electronically through our Internet sites, and limited store locations in Canada... -
Page 6
... the customer order is placed. North Tmerican Supply Chain The Company operates a network on distribution center (or "DC") and crossdock nacilities across the United States, Puerto Rico, and Canada. Crossdocks are nlow-through nacilities where bulk merchandise is sorted nor distribution and shipped... -
Page 7
... chairs, luggage, sales in our copy and print centers, and other miscellaneous items. As part on integration activities, the companies jointly reviewed product groupings to be used in nuture internal and external reporting. Certain groupings historically reported externally by Onnice Depot have been... -
Page 8
... on online purchases placed or nulnilled in our retail locations, online sales activities are reported in the North American Business Solutions or International Divisions, as appropriate. Intellectual Property We currently operate under the Onnice Depot ® and OnniceMax ® brand names. As part on... -
Page 9
... nrom the United States Green Building Council in December 2008. In 2010, the United States Green Building Council awarded our global headquarters in Boca Raton, Florida a LEED Gold Certinication under the Operations and Maintenance rating system and we were the nirst onnice supplies retailer with... -
Page 10
...record a separate insurance recovery receivable when considered probable. Tvailable Information We make available, nree on charge, on the "Investor Relations" section on our website www.onnicedepot.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and... -
Page 11
...President on International in November 2011 anter serving as our Executive Vice President, Corporate Strategy and New Business Development nrom July 2011 until November 2011, and as our President, North American Business Solutions nrom July 2007 until November 2011. Prior to joining Onnice Depot, Mr... -
Page 12
...minimizes any adverse impact on our customers, vendors, suppliers, employees and other constituencies; and the combined Company may have dinniculty in maintaining its long-term credit rating. • Accordingly, there can be no assurance that: (i) the Merger will result in the realization on the null... -
Page 13
... onnice supply stores, including Staples, wholesale clubs such as Costco and BJs, mass merchandisers such as Wal-Mart and Target, computer and electronics superstores such as Best Buy, Internetbased companies such as Amazon.com, nood and drug stores, discount stores, and direct marketing companies... -
Page 14
... products and make them available to our customers when desired and at attractive prices could have an adverse ennect on our business and our results on operations. In addition, a material interruption in service by the carriers that ship goods within our supply chain may adversely annect our sales... -
Page 15
... through new store openings, capital improvements and acquisitions. Due to the downturn in the global economy, our operating results have declined. Further deterioration in our ninancial results or the impact on signinicant Merger and integration costs could negatively impact our credit ratings, our... -
Page 16
...nactors described in this section. Most on our operating expenses, such as occupancy costs and associate salaries, are not variable, and so short term adjustments to renlect quarterly results are dinnicult. As a result, in sales in certain quarters are signinicantly below expectations, we may not be... -
Page 17
... executive management team and other key personnel, and the loss on certain personnel could result in the loss on management continuity and institutional knowledge. We depend heavily upon our retail labor norce to identiny new customers and provide desired products and personalized customer service... -
Page 18
... and alliances globally. Sales nrom our operations outside the U.S. are denominated in local currency, which must be translated into U.S. dollars nor reporting purposes and therenore our consolidated earnings can be signinicantly impacted by nluctuations in world currency markets. We are required... -
Page 19
...high costs. Through our sales, marketing activities, and use on third party innormation, we collect and store certain personally identiniable innormation that our customers provide to purchase products or services, enroll in promotional programs, register on our website, or otherwise communicate and... -
Page 20
..., including but not limited to costs associated with remediation nor stolen assets or innormation, payments on customer incentives nor the maintenance on business relationships anter an attack, litigation costs, lost revenues resulting nrom unauthorized use on proprietary innormation or the nailure... -
Page 21
... by Division and location. In addition, the Company's majority-owned joint-venture in Mexico operates 93 retail stores. STORES North Tmerican Retail Division State # State # UNITED STTTES: Alabama Alaska Arizona 30 Montana 6 42 14 Nebraska Nevada New Jersey New Mexico 7 16 32 Arkansas... -
Page 22
... United States and Canada, which support our International Division. The nollowing tables set north the locations on our supply chain nacilities as on December 28, 2013. DCs and Crossdock Facilities (United States) State # State # Alabama Arizona Calinornia Colorado Connecticut Delaware Florida... -
Page 23
... the nirst quarter on 2011, the Company was notinied that the United States Department on Justice ("DOJ") commenced an investigation into certain pricing practices related to the Purchasing Agreement. The Company has cooperated with the DOJ on this matter. On February 20, 2013, Onnice Depot and... -
Page 24
... asbestos-related injuries arising out on the operation on the paper and norest products assets prior to the closing on the sale. The Company does not believe any on these OnniceMax retained proceedings are material to the Company's business. Item 4. Mine Safety Disclosures. Not applicable. 22 -
Page 25
..., Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "ODP." As on the close on business on January 25, 2014, there were 9,065 holders on record on our common stock. The last reported sale price on... -
Page 26
... graph compares the nive-year cumulative total shareholder return on our common stock with the cumulative total returns on the S&P 500 index and the S&P Specialty Stores index. The noregoing graph shall not be deemed to be niled as part on this Annual Report and does not constitute soliciting... -
Page 27
...Net earnings (loss) per share: Basic Diluted (0.29) (0.29) Statistical Data: Facilities open at end on period: United States: Onnice supply stores Distribution centers and crossdock nacilities International (7): Onnice supply stores Distribution centers and crossdock nacilities Call centers 1,912... -
Page 28
... million relating to nacility closures and other items and approximately $322 million to establish valuation allowances on certain denerred tax assets. (7) Includes 144 nacilities operated by our International Division and 19 nacilities in Canada operated by our North American Business Solutions... -
Page 29
... products and services in Canada and the United States, including Puerto Rico and the U.S. Virgin Islands. North American Business Solutions Division customers are served through dedicated sales norces, through catalogs, telesales, and electronically through our Internet sites. Our International... -
Page 30
... on the Merger on total Company sales is as nollows: 2013 Total Company % Change Total OfficeMax Excluding OnniceMax 2012 Sales Company Sales (In millions) Sales Contribution Contribution North American Retail Division North American Business Solutions Division International Division Total... -
Page 31
... that some shoppers continue to purchase in Company stores in proximity to closed locations and online or through catalogs. Online and catalog sales are reported in the North American Business Solutions Division. While store closures result in lower sales in the North American Retail Division, they... -
Page 32
... in the United States, Puerto Rico and the U.S. Virgin Islands, including 823 retail stores resulting nrom the Merger. Store opening and closing activity nor the last three years has been as nollows: Open at Beginning on Period Open at OnniceMax Merger End Closed Opened on Period 2011 2012 2013... -
Page 33
... nor 2011. As a result on the Merger we added 22 stores in Canada on which 3 stores were closed nrom the Merger date through year end. These locations primarily service the contract and other small business customers and, accordingly, are included in results on the North America Business Solutions... -
Page 34
... contract accounts. Constant currency sales in the direct channel declined 6% in 2013 and 10% in 2012. The Company has nocused on improving this trend in the direct channel through website improvements and customer awareness and has seen consistent quarterly improvements since mid-2012. Retail sales... -
Page 35
...The line items in our Consolidated Statements on Operations impacted by these Corporate activities are presented in the table below, nollowed by a narrative discussion on the signinicant matters. (In millions) 2013 2012 2011 Cost on goods sold and occupancy costs Recovery on purchase price Asset... -
Page 36
...million on costs related to this arrangement is included in Merger, restructuring and other operating expenses, net, resulting in a net increase in operating pronit nor 2012 on $63 million. Rener to Note 14, "Employee Benenit Plans - Pension Plans-Europe" on the Consolidated Financial Statements nor... -
Page 37
... operating costs consistent with recent actual results and planned activities. 2014 Real Estate Reriew As our review progresses on how best to manage the combined portnolio on Onnice Depot and OnniceMax stores, we are likely to experience volatility in results. In addition to charges nor severance... -
Page 38
... is used nor the Company's corporate headquarters and personnel not directly supporting the Divisions, including certain executive, ninance, audit and similar nunctions. Following the Merger, unallocated costs also include certain pension expense or credit related to the nrozen OnniceMax pension and... -
Page 39
... the measurement on the $12.1 million extinguishment costs reported in our Consolidated Statement on Operations nor 2012. The pre-tax Gain on disposition on joint venture on $382 million results nrom the July 2013 sale on the investment in Onnice Depot de Mexico nor the Mexican Peso amount on 8,777... -
Page 40
... not believe would result in a change to our accrued uncertain tax positions. Rener to Note 9, "Income Taxes," in the Notes to Consolidated Financial Statements nor additional tax discussion. Preferred Stock Dividends In accordance with certain OnniceMax Merger-related agreements, which we entered... -
Page 41
... the Annual Report and audited consolidated ninancial statements on Onnice Depot, as guarantor on the bonds, nor those on OnniceMax. Failure to provide the OnniceMax annual ninancial statements within 120 days on the Company's niscal 2013 year-end, along with any applicable cure periods, could... -
Page 42
... pension plan. The pension nunding during 2012 is presented as a use on cash in operating activities. Changes in net working capital nor the year-to-date 2013 resulted in a $77 million use on cash compared to $36 million in 2012 and $180 million in 2011. The change in accounts receivable in 2013... -
Page 43
... North America, and $9 million nrom cash proceeds related to a 2010 sale on one operating subsidiary in the International Division. Financing Activities Cash used in ninancing activities was approximately $640 million in 2013, compared to $55 million in the 2012 and $98 million in 2011. The Company... -
Page 44
... and in we entered into additional operating lease agreements. Our operating lease obligations are described in Note 10, "Leases," on the Consolidated Financial Statements. (5) (6) Purchase obligations include all commitments to purchase goods or services on either a nixed or minimum quantity... -
Page 45
... the Consolidated Financial Statements. We have also identinied certain accounting policies that we consider critical to understanding our business and our results on operations and we have provided below additional innormation on those policies. Merger impacts - The Company completed the Merger in... -
Page 46
... We review sales projections and related purchases against vendor program estimates at least quarterly and adjust these balances accordingly. In recent years, we have reduced the number on arrangements that contain this tiered purchase rebate mechanism in exchange nor a lower product cost throughout... -
Page 47
... the annual review on goodwill related to the Merger on the nirst day on the third quarter, or sooner in indicators on potential impairment are identinied. Because the purchase price allocation related to the Merger has not yet been ninalized, goodwill has not been allocated to the reporting units... -
Page 48
... in North American Business Solutions Division, as well as a limited number on European employees. These plans are nrozen and do not allow new entrants. The Company assumed responsibility nor sponsoring various OnniceMax retiree medical benenit plans and line insurance plans existent at the Merger... -
Page 49
... by adding catalogs and websites nrom which a much broader assortment on products may be ordered. We also nace competition nrom other onnice supply stores that compete directly with us in numerous markets. This competition is likely to result in increased competitive pressures on pricing, product... -
Page 50
... to nund operating and working capital needs, as well as invest in business expansion through new store openings, capital improvements and acquisitions. Due to the downturn in the global economy, our operating results have declined. We have in place a $1.25 billion asset based credit nacility to... -
Page 51
... at year-end. Foreign Exchange Rate Risk We conduct business through entities in various countries outside the United States where their nunctional currency is not the U.S. dollar. While we sell directly or indirectly to customers in 57 countries, the principal operations on our International... -
Page 52
... third quarter and the holiday sales cycle in the nourth quarter. Certain working capital components may build and recede during the year renlecting established selling cycles. Business cycles can and have impacted our operations and ninancial position when compared to other periods. NEW TCCOUNTING... -
Page 53
... operations represented 53% on our consolidated total assets and 8% on our consolidated sales as on and nor the year ended December 28, 2013. Our internal control over ninancial reporting as on December 28, 2013, has been audited by Deloitte & Touche LLP, an independent registered public accounting... -
Page 54
... Contents REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board on Directors and Stockholders on Onnice Depot, Inc. Boca Raton, Florida We have audited the internal control over ninancial reporting on Onnice Depot, Inc. and subsidiaries (the "Company") as on December 28, 2013, based... -
Page 55
... principal executive onnicer, our principal ninancial onnicer, and our principal accounting onnicer or controller, or persons pernorming similar nunctions. A copy on the Code on Ethical Behavior is available nree on charge on the "Investor Relations" section on our website at www.onnicedepot.com. We... -
Page 56
... under the headings "Related Person Transactions Policy" and "Director Independence," respectively, and is incorporated by renerence in this Annual Report. Item 14. Principal Tccountant Fees and Services. Innormation with respect to principal accounting nees and services and pre-approval policies... -
Page 57
...as a part on this report: 1. 2. 3. The ninancial statements listed in "Index to Financial Statements." The ninancial statement schedules listed in "Index to Financial Statement Schedules." The exhibits listed in the "Index to Exhibits." (b) Exhibit 99 1. Financial statements on Onnice Depot de... -
Page 58
... duly authorized on this 25th day on February 2014. OFFICE DEPOT, INC. By: /s/ ROLAND C. SMITH Roland C. Smith Chien Executive Onnicer Pursuant to the requirements on the Securities Exchange Act on 1934, this report has been signed below by the nollowing persons on behaln on the registrant... -
Page 59
...Page Report on Independent Registered Public Accounting Firm Consolidated Statements on Operations Consolidated Statements on Comprehensive Income (Loss) Consolidated Balance Sheets Consolidated Statements on Cash Flows Consolidated Statements on Stockholders' Equity Notes to Consolidated Financial... -
Page 60
... standards on the Public Company Accounting Oversight Board (United States), the Company's internal control over ninancial reporting as on December 28, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee on Sponsoring Organizations on the... -
Page 61
... (In millions, except per share amounts) 2013 2012 2011 Sales Cost on goods sold and occupancy costs Gross pronit Selling, general and administrative expenses Recovery on purchase price Asset impairments Merger, restructuring, and other operating expenses, net Operating income (loss) Other income... -
Page 62
... OF COMPREHENSIVE INCOME (LOSS) (In millions) 2013 2012 2011 Net income (loss) Other comprehensive income (loss), net on tax, where applicable: Foreign currency translation adjustments Amortization on gain on cash nlow hedge Change in denerred pension, net on $10 million on denerred income... -
Page 63
... (636) (58) Treasury stock, at cost - 5,915,268 shares in 2013 and 2012 Total Onnice Depot, Inc. stockholders' equity Noncontrolling interests Total equity Total liabilities and stockholders' equity The accompanying notes to consolidated ninancial statements are an integral part on these statements... -
Page 64
... Charges nor losses on inventories and receivables Earnings nrom equity method investments Loss on extinguishment on debt Recovery on purchase price Pension plan nunding Dividends received Asset impairments Compensation expense nor share-based payments Gain on disposition on joint venture... -
Page 65
... Interest ' Equity Balance at December 25, 2010 Purchase on subsidiary shares nrom noncontrolling interests Net income Other comprehensive loss Prenerred stock dividends Grant on long-term incentive stock Forneiture on restricted stock Exercise on stock options (including income tax benenits and... -
Page 66
...; (ii) the normer OnniceMax United States and Canada Contract business is included in the North American Business Solutions Division; and (iii) the normer OnniceMax businesses in Australia, New Zealand and Mexico are included in the International Division. Onnice Depot operates wholly-owned entities... -
Page 67
... international locations operate on a calendar year basis; however, the reporting dinnerence is not considered signinicant. Fiscal 2011 ninancial statements consisted on 53 weeks, with the additional week occurring in the nourth quarter; all other periods presented in the Consolidated Financial... -
Page 68
... renewal options considered reasonably assured. The Company capitalizes certain costs related to internal use sontware that is expected to benenit nuture periods. These costs are amortized using the straight-line method over the 3-7 year expected line on the sontware. Major repairs that extend... -
Page 69
... reported in 2013, 2012 and 2011, respectively, and included in the Asset impairments line in the Consolidated Statements on Operations. Facility Closure and Severance Costs: Store pernormance is regularly reviewed against expectations and stores not meeting pernormance requirements may be closed... -
Page 70
... the time on successnul delivery nor contract, catalog and Internet sales. Shipping and handling nees are included in Sales with the related costs included in Cost on goods sold and occupancy costs. Service revenue is recognized in Sales as the services are rendered. The Company recognizes sales on... -
Page 71
... activities such as nacility closures, contract terminations, and additional employee-related costs will be reported in this ninancial statement line item. Also, the current and prior period amounts include restructuring-related charges not associated with the Merger. Such expenses include nacility... -
Page 72
... related to discount rates, rates on return on investments, healthcare cost trends, benenit payment patterns and other nactors. The Company also updates annually its assumptions about employee retirement nactors, mortality, and turnover. Rener to Note 14 nor additional details. Environmental... -
Page 73
... in both business-to-business and retail onnice products distribution. OnniceMax has operations in the U.S., Canada, Mexico, Australia, New Zealand, the U.S. Virgin Islands and Puerto Rico. The Merger is intended to create a more ennicient global provider on these products and services that 71 -
Page 74
... on pension settlement charges in 2012 on $56 million as the related denerred values were removed in purchase accounting; and inclusion in the pro norma year 2012 on $79 million Merger transaction costs incurred by both companies through year end 2013. • The unaudited pro norma results do... -
Page 75
Table of Contents OFFICE DEPOT, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) The Merger was an all-stock transaction. The nollowing table summarizes the consideration transnerred. (In millions, except for share exchange ratio and price) OnniceMax common shares outstanding as on ... -
Page 76
... on the sale. Tcquisition On February 25, 2011, the Company acquired all on the shares on Svanströms Gruppen (Frans Svanströms & Co AB), a supplier on onnice products and services headquartered in Stockholm, Sweden to complement the Company's existing business in that region. As part on this... -
Page 77
... shareholder-related and other expenses are not considered exit costs. The share-based compensation that was recognized against additional paid-in capital is also not presented in the exit cost table. The table includes $94 million on employee compensation expenses nrom the Merger and restructuring... -
Page 78
... $45 million in 2013, 2012 and 2011, respectively. Sontware development costs that do not meet the criteria nor capitalization are expensed as incurred. Estimated nuture amortization expense related to capitalized sontware at December 28, 2013 is as nollows: (In millions) 2014 2015 2016 2017 2018... -
Page 79
... on Operations. Rener to Note 16 nor additional discussion on 2013 goodwill valuation considerations. Because the allocation on consideration related to the Merger is incomplete, the goodwill associated with the transaction has not yet been allocated to the reporting units. The purchase price... -
Page 80
..., customer relationships and tradenames are approximately 13, 7, and 2 years, respectively. Rener to Note 2 nor details on the Merger purchase price allocation and Note 10 nor details on denerred credit related to unnavorable leases. Deninite-lived intangible assets are reviewed periodically to... -
Page 81
...Rener to Note 2 nor nurther details on the disposition. The Company's proportionate share on Onnice Depot de Mexico's net income is presented in Other income (expense), net in the Consolidated Statements on Operations and totaled $13 million through the date on sale in 2013, $32 million in 2012, and... -
Page 82
.... The Securitization Notes are reported as Non-recourse debt in the Company's Consolidated Balance Sheets in the amount on $859 million, which represents the original principal amount on $735 million plus a nair value adjustment recorded through purchase accounting in connection with the Merger. The... -
Page 83
... - See Note 7 Unamortized premium Total 13 4 207 18 $ $ $ 696 $ $ $ 250 - - - - 218 17 485 - - - 735 124 859 The Company was in compliance with all applicable ninancial covenants on existing loan agreements at December 28, 2013. Tmended Credit Tgreement On May 25, 2011, the Company entered... -
Page 84
... with and immediately prior to the consummation on the Merger, are deemed as having been issued and being outstanding under the Amended Credit Agreement. At December 28, 2013, the Company had approximately $1.1 billion on available credit under the Facility based on the December Borrowing Base... -
Page 85
... that, among other things, limit or restrict the Company's ability to: incur additional debt or issue stock, pay dividends, make certain investments or make other restricted payments; engage in sales on assets; and engage in consolidations, mergers and acquisitions. However, many on these currently... -
Page 86
... the Annual Report and audited consolidated ninancial statements on Onnice Depot, as guarantor on the bonds, nor those on OnniceMax. Failure to provide the OnniceMax annual ninancial statements within 120 days on the Company's niscal 2013 year-end, along with any applicable cure periods, could... -
Page 87
... Less amount representing interest on capital leases Total Less current portion Total long-term debt 56 33 31 613 822 (97) 725 (29) $6 9 6 NOTE 9. INCOME TTXES The components on income (loss) benore income taxes consisted on the nollowing: (In millions) 2013 2012 2011 United States Foreign... -
Page 88
...is treated as a purchase price adjustment nor tax purposes. As discussed in Note 14, this recovery would have been a reduction on related goodwill nor ninancial reporting purposes, but the related goodwill was impaired in 2008. The 2011 ennective tax rate includes the tax benenit associated with the... -
Page 89
... was initially recognized in the Consolidated Statement on Operations related to stock-based compensation nor 2011, 2012, and 2013 due to valuation allowances against the Company's denerred tax assets. However, due to the sale on Onnice Depot de Mexico in 2013, the Company realized an income tax... -
Page 90
... 2015 and 2023, and $13 million on state and noreign tax credit carrynorwards, which expire between 2023 and 2027. As a result on the Merger, the Company triggered an "ownership change" as denined in Internal Revenue Code Section 382 and related provisions. Sections 382 and 383 place a limitation... -
Page 91
...assessment relating to 2011 noreign operations, which resulted in no change to the Company's 2011 U.S. nederal income tax return. The U.S. nederal income tax return nor 2012 is under concurrent year review. The acquired OnniceMax U.S. consolidated group is no longer subject to U.S. nederal and state... -
Page 92
... have a material impact on the Company's consolidated ninancial statements. NOTE 10. LETSES The Company leases retail stores and other nacilities, vehicles, and equipment under operating lease agreements. Facility leases typically are nor a nixed noncancellable term with one or more renewal options... -
Page 93
...OFFICE DEPOT, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) As a result on purchase accounting nrom the Merger, the Company recorded a $44 million navorable lease intangible asset relating to store leases with terms below market value and a $54 million unnavorable lease denerred credit... -
Page 94
... prenerred stock authorized. Treasury Stock At December 28, 2013, there were 5,915,268 shares held in treasury. The Company's Senior Secured Notes and the Facility include restrictions on additional common stock repurchases, based on the Company's liquidity and borrowing availability. Tccumulated... -
Page 95
... options, stock appreciation rights, restricted stock, restricted stock units, pernormance-based, and other equity-based incentive awards. Employee share-based awards are generally issued in the nirst quarter on the year. In addition, the Company assumed the share issuance plan normerly related to... -
Page 96
...-average period on approximately 2.0 years. On the 5.8 million unvested options, the Company estimates that 4.7 million options will vest. The number on exercisable options was 16.9 million shares on common stock at December 28, 2013 and 9.5 million shares on common stock at December 29, 2012. 94 -
Page 97
.... NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) Restricted Stock and Restricted Stock Units Restricted stock grants typically vest annually over a three-year service period. In 2013, the Company granted 4.5 million shares on restricted stock and restricted stock units to eligible employees... -
Page 98
Table of Contents OFFICE DEPOT, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) NOTE 14. EMPLOYEE BENEFIT PLTNS Pension and Other Postemployment Benefit Plans Pension and Other Postemployment Benefit Plans - North America In connection with the Merger, the Company assumed the ... -
Page 99
... DEPOT, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) The nollowing table shows the amounts recognized in the Consolidated Balance Sheets related to the Company's North America denined benenit pension and other postretirement benenit plans as on year-end: (In millions) Pension Benefits... -
Page 100
... on the Company's benenit obligations as on year-end: Other Benefits Pension Benefits United States Canada Discount rate 4.84% 4.00% 4.80% The nollowing table presents the weighted average assumptions used in the measurement on net periodic benenit nor the period nrom Merger date through... -
Page 101
...various asset classes in a lower-cost manner than trading securities in the underlying portnolios. Generally, quoted market prices are used to value pension plan assets. Equities, some nixed-income securities, publicly traded investment nunds, and U.S. government obligations are valued by renerence... -
Page 102
...any time to make additional voluntary contributions. Qualinied pension benenit payments are paid nrom the assets held in the plan trust, while nonqualinied pension and other benenit payments are paid by the Company. Anticipated benenit payments by year are as nollows: (In millions) Pension Benefits... -
Page 103
...pension plan which is associated with a 2003 European acquisition and covers a limited number on employees in Europe. During 2008, curtailment on that plan was approved by the trustees and nuture service benenits ceased nor the remaining employees. The sale and purchase agreement ("SPA") associated... -
Page 104
... loss is not expected to be amortized into income during 2014. Assumptions Assumptions used in calculating the nunded status included: 2013 2012 2011 Expected long-term rate on return on plan assets Discount rate Salary increases Innlation 6.33% 4.60% - 3.40% 102 6.00% 4.40% 6.00% 4.70... -
Page 105
... to return 4.0% above the return on UK government securities on appropriate duration. Funds invested in corporate bonds are assumed to return equal to a 15 year AA bond index. Allowance is made nor expenses on 0.5% on assets. Plan Assets The allocation on Plan assets is as nollows: 2013 2012 Cash... -
Page 106
... at December 29, 2012 Purchases, sales, and settlements Balance at December 28, 2013 $- 7 $ 7 Cash Flows Anticipated benenit payments nor the European pension plan, at December 28, 2013 exchange rates, are as nollows: Benefit (In millions) Payments 2014 $ 2015 2016 2017 2018 Next nive years... -
Page 107
... prenerred stock Diluted weighted-average shares outstanding Diluted earnings (loss) per share $ (20) 318 $ (77) 280 $ 96 278 5 74 7 56 5 78 363 N/A 381 N/T 357 N/A The weighted average share calculation nor 2013 includes the 239 million shares issued related to the Merger nrom closing date... -
Page 108
... in November 2013 in connection with the Merger closing. In periods in which the redeemable prenerred stock were outstanding, basic earnings (loss) per share ("EPS") was computed anter consideration on prenerred stock dividends. The redeemable prenerred stock had equal dividend participation rights... -
Page 109
... number on shares the Company indirectly holds in Boise Cascade Company multiplied by its closing stock price as on the last trading day prior to the balance sheet date. Recourse debt: Recourse debt nor which there were no transactions on the measurement date was valued based on quoted market prices... -
Page 110
... in recent periods, the Company has conducted a detailed quarterly store impairment analysis. The analysis uses input nrom retail store operations and the Company's accounting and ninance personnel that organizationally report to the Chien Financial Onnicer. These projections are based on management... -
Page 111
... transaction date on November 5, 2013. The purchase price allocation is not yet complete and the goodwill has not yet been allocated to the reporting units. The Company expects to adopt an annual testing period on the nirst day on the third quarter nor this Merger-related goodwill. Nothing has come... -
Page 112
... year period. Purchases under the agreement were $87 million since the Merger date. In accordance with an amended and restated joint venture agreement, the minority owner on Grupo OnniceMax, the Company's joint-venture in Mexico acquired through the Merger in 2013, can elect to require the Company... -
Page 113
... the nirst quarter on 2011, the Company was notinied that the United States Department on Justice ("DOJ") commenced an investigation into certain pricing practices related to the Purchasing Agreement. The Company has cooperated with the DOJ on this matter. On February 20, 2013, Onnice Depot and... -
Page 114
... OnniceMax United States and Canada Contract business is included in the North American Business Solutions Division. The normer OnniceMax businesses in Australia, New Zealand and Mexico are included in the International Division. The onnice supply products and services onnered across all operating... -
Page 115
... nourth quarter on 2013, the Company modinied its measure on business segment operating income nor management reporting purposes to exclude nrom the determination on segment operating results the impact related to asset impairments, Merger and integration, restructuring and other charges and credits... -
Page 116
... on the United States or single customer that accounts nor 10% or more on the Company's total sales. Geographic ninancial innormation relating to the Company's business is as nollows (in millions). Sales 2013 2012 2011 Property and Equipment, Net 2013 2012 2011 United States International Total... -
Page 117
... rounding, the sum on the quarterly earnings per share amounts may not equal the reported earnings per share nor the year. Net income includes approximately $68 million on pre-tax recovery on purchase price income nrom previous acquisition associated with pension plan and approximately $12 million... -
Page 118
... REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board on Directors and Stockholders on Onnice Depot, Inc. Boca Raton, Florida We have audited the consolidated ninancial statements on Onnice Depot, Inc. and subsidiaries (the "Company") as on December 28, 2013 and December 29, 2012... -
Page 119
Table of Contents INDEX TO FINTNCITL STTTEMENT SCHEDULES Page Schedule II - Valuation and Qualinying Accounts and Reserves All other schedules have been omitted because they are not applicable, not required or the innormation is included elsewhere herein. 118 117 -
Page 120
... A B Column C Additions Column D Deductions- Write-onns, Column E Description Balance at Beginning on Period - Charged to Payments and Other Expense Adjustments Balance at End on Period Allowance nor doubtnul accounts: 2013 2012 $ $ $ 118 23 20 14 11 $ $ $ 26 23 20 15 14 12 22... -
Page 121
... Association, relating to the 9.75% Senior Notes due 2019.) 4.3 4.4 Second Supplemental Indenture, dated as on November 22, 2013, between Onnice Depot Inc., Mapleby Holdings Merger Corporation, OnniceMax Incorporated, OnniceMax Southern Company, OnniceMax Nevada Company, OnniceMax North America... -
Page 122
... nrom Onnice Depot, Inc.'s Quarterly Report on Form 10-Q, niled with the SEC on October 29, 2008.)* 2008 Onnice Depot, Inc. Bonus Plan nor Executive Management Employees (Incorporated by renerence nrom the respective appendix to the Proxy Statement nor Onnice Depot, Inc.'s 2008 Annual Meeting on... -
Page 123
... SEC on November 8, 2010.)* Form on Associate Non-Competition, Connidentiality and Non-Solicitation Agreement between Onnice Depot, Inc. and certain executives (Incorporated by renerence nrom Onnice Depot, Inc.'s Annual Report on Form 10-K, niled with the SEC on February 22, 2011.)* Form on Change... -
Page 124
... SEC on May 1, 2012.)* Form on Restricted Stock Award nor Executives (pernormance/time vested) (Incorporated by renerence nrom Onnice Depot, Inc.'s Quarterly Report on Form 10-Q, niled with the SEC on May 1, 2012.)* Form on 2012 Restricted Stock Award Agreement between Onnice Depot, Inc. and Neil... -
Page 125
... Number Exhibit 10.44 2013 Restricted Stock Unit Award Agreement between the Company and Roland C. Smith (Incorporated by renerence nrom Onnice Depot, Inc.'s Current Report on Form 8-K, niled with the SEC on November 18, 2013.)* 10.45 10.46 10.47 10.48 2013 Pernormance Share Award Agreement... -
Page 126
... LLC, OMX Timber Finance Investments II, LLC, OnniceMax Incorporated, Wachovia Capital Markets, LLC, Lehman Brothers Inc. (Incorporated by renerence nrom OnniceMax Incorporated's Current Report on Form 8-K, niled with the SEC on December 17, 2004.) 10.66 10.67 Director Stock Compensation Plan, as... -
Page 127
....78 Form on 2010 Director Restricted Stock Unit Award Agreement (Incorporated by renerence nrom OnniceMax Incorporated's Current Report on Form 8-K, niled with the SEC on August 3, 2010.)* Employment Agreement between OnniceMax Incorporated and Ravi Saligram dated October 13, 2010 (Incorporated by... -
Page 128
...11, 2008.* Retention Bonus Agreement between OnniceMax Incorporated and Deb O'Connor dated May 1, 2013.* Retention Bonus Agreement between OnniceMax Incorporated and Deborah O'Connor dated July 24, 2013.* List on Onnice Depot, Inc.'s Subsidiaries Consent on Independent Registered Public Accounting... -
Page 129
... Management contract or compensatory plan or...Annual Report on Form 10-K nor the niscal year ended December 31, 2000. Amendment No. 6, dated May 1, 2001, to the Denerred Compensation and Benenits Trust was niled as exhibit 10 in OnniceMax Incorporated's Quarterly Report on Form 10-Q nor the quarter... -
Page 130
... and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Company and the Trustee mutually covenant and agree as follows for the equal and ratable benefit of the Holders of the Notes: 1. Defined Terms. As used in this Supplemental... -
Page 131
... Newman Name: Michael D. Newman Title: Executive Vice President and Chief Financial Officer GUARANTORS: 4SURE.COM, INC. OD INTERNATIONAL, INC. SOLUTIONS4SURE.COM, INC. THE OFFICE CLUB, INC. VIKING OFFICE PRODUCTS, INC. OFFICE DEPOT FOREIGN HOLDINGS GP, LLC OFFICE DEPOT FOREIGN HOLDINGS LP, LLC By... -
Page 132
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Jack Ellerin Name: Jack Ellerin Title: Vice President -
Page 133
... for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary, the Company, the Guarantors and the Trustee mutually covenant and agree as follows for the equal and ratable benefit of the Holders of the Notes: 1. Defined Terms. As used in this... -
Page 134
... any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. 9. Execution and Delivery... -
Page 135
...be duly executed as of the date first above written. GUARANTEEING SUBSIDIARIES: MAPLEBY HOLDINGS MERGER CORPORATION, OFFICEMAX INCORPORATED OFFICEMAX SOUTHERN COMPANY OFFICEMAX NEVADA COMPANY OFFICEMAX NORTH AMERICA, INC. PICABO HOLDINGS, INC. BIZMART, INC. BIZMART (TEXAS), INC. OFFICEMAX CORP. OMX... -
Page 136
... Name: Richard Leland Title: Vice President and Treasurer GUARANTORS: 4SURE.COM, INC. OD INTERNATIONAL, INC. SOLUTIONS4SURE.COM, INC. THE OFFICE CLUB, INC. VIKING OFFICE PRODUCTS, INC. OFFICE DEPOT FOREIGN HOLDINGS GP, LLC OFFICE DEPOT FOREIGN HOLDINGS LP, LLC EDEPOT, LLC By: /s/ Richard Leland... -
Page 137
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Jack Ellerin Name: Jack Ellerin Title: Vice President [Signature Page to Supplemental Indenture] -
Page 138
... 2012, as amended by the Second Amendment to the Amended and Restated Credit Agreement, dated as of March 4, 2013 (the " Credit Agreement "), among Office Depot, Inc., Office Depot International (UK) Ltd., Office Depot UK Ltd., Office Depot International B.V., Office Depot B.V., Office Depot Finance... -
Page 139
... occurred and be continuing. VI. Post-Closing Covenant . Within 90 days of the closing date of the OfficeMax Merger, the Company shall furnish to the Administrative Agent a copy of the plan and forecast (including a projected consolidated and consolidating pro forma balance sheet, income statement... -
Page 140
... D. Newman Name: Michael D. Newman Title: Executive Vice President and CFO OFFICE DEPOT INTERNATIONAL (UK) LTD. By: /s/ John Moore Name: John Moore Title: RVP OFFICE DEPOT UK LTD. By: /s/ John Moore Name: John Moore Title: RVP OFFICE DEPOT INTERNATIONAL B.V. By: /s/ Thomas Glatzel Name: Thomas... -
Page 141
OD INTERNATIONAL (LUXEMBOURG) FINANCE S.A R.L. By: /s/ Olivier Dorier Name: Olivier Dorier Title: Manager By: /s/ Richard Leland Name: Richard Leland Title: Manager Third Amendment Signature Page -
Page 142
...INC. By: /s/ Richard Leland Name: Richard Leland Title: Vice President and Treasurer VIKING OFFICE PRODUCTS, INC. By: /s/ Richard Leland Name: Richard Leland Title: Vice President and Treasurer OFFICE DEPOT FOREIGN HOLDINGS GP, LLC By: /s/ Richard Leland Name: Richard Leland Title: Vice President... -
Page 143
EDEPOT, LLC By: /s/ Richard Leland Name: Richard Leland Title: Vice President and Treasurer Third Amendment Signature Page -
Page 144
JPMORGAN CHASE BANK, N.A., as Administrative Agent, US Collateral Agent and as a Lender By: /s/ Sarah Freedman Name: Sarah Freedman Title: Executive Director Third Amendment Signature Page -
Page 145
JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as European Collateral Agent By: /s/ Sarah Freedman Name: Sarah Freedman Title: Executive Director Third Amendment Signature Page -
Page 146
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Lauren Murphy Name: Lauren Murphy Title: Assistant Vice President Third Amendment Signature Page -
Page 147
WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender By: /s/ Domenic Cosentino Name: Domenic Cosentino Title: Vice President Third Amendment Signature Page -
Page 148
BANK OF AMERICA, N.A., as a Lender By: /s/ David Vega Name: David Vega Title: Managing Director Third Amendment Signature Page -
Page 149
CITICORP NORTH AMERICA, INC., as a Lender By: /s/ Jennifer Bagley Name: Jennifer Bagley Title: Vice President Third Amendment Signature Page -
Page 150
U.S. BANK NATIONAL ASSOCITION, as a Lender By: /s/ Christopher D. Fudge Name: Christopher D. Fudge Title: Vice President Third Amendment Signature Page -
Page 151
FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as a Lender By: /s/ John A. Marian Name: John A. Marian Title: Vice President Third Amendment Signature Page -
Page 152
SUNTRUST BANK as a Lender By: /s/ Ryan Jones Name: Ryan Jones Title: Vice President Third Amendment Signature Page -
Page 153
MORGAN STANLEY BANK, N.A., as a Lender By: /s/ Brendan MacBride Name: Brendan MacBride Title: Authorized Signatory Third Amendment Signature Page -
Page 154
PNC BANK NATIONAL ASSOCITION, as a Lender By: /s/ William Molyneaux Name: William Molyneaux Title: Assistant Vice President Third Amendment Signature Page -
Page 155
RBS CITIZENS, N.A., as a Lender By: /s/ Francis Garvin Name: Francis Garvin Title: Senior Vice President Third Amendment Signature Page -
Page 156
SIEMENS FINANCIAL SERVICES, INC., as a Lender By: /s/ Sharon Prusakowski Name: Sharon Prusakowski Title: Vice President SIEMENS FINANCIAL SERVICES, INC., as a Lender By: /s/ John Finone Name: John Finone Title: Vice President Third Amendment Signature Page -
Page 157
RB INTERNATIONAL FINANCE (USA) LLC as a Lender By: /s/ Christoph Hoedi Name: Christoph Hoedi Title: First Vice President By: /s/ John A. Valiska Name: John A. Valiska Title: First Vice President Third Amendment Signature Page -
Page 158
CAPITAL ONE BUSINESS CREDIT CORP, (F/K/A CAPITAL ONE LEVERAGE FINANCE CORP), as a Lender By: /s/ Thomas F. Furst Name: Thomas F. Furst Title: Vice President Third Amendment Signature Page -
Page 159
CIT FINANCE LLC, as a Lender By: /s/ Renee Singer Name: Renee Singer Title: Managing Director Third Amendment Signature Page -
Page 160
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Peter F. Crispino Name: Peter F. Crispino Title: Duly Authorized Signatory Third Amendment Signature Page -
Page 161
WEBSTER BUSINESS CREDIT CORPORATION, as a Lender By: /s/ Steven Schuit Name: Steven Schuit Title: Vice President Third Amendment Signature Page -
Page 162
EXHIBIT A [See Attached] -
Page 163
... AMENDMENT AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 25, 2011, among OFFICE DEPOT, INC., OFFICE DEPOT INTERNATIONAL (UK) LTD., OFFICE DEPOT UK LTD., OFFICE DEPOT INTERNATIONAL B.V., OFFICE DEPOT B.V., OFFICE DEPOT FINANCE B.V., OD INTERNATIONAL (LUXEMBOURG) FINANCE S.À R.L. and... -
Page 164
... AND WARRANTIES Organization; Powers Authorization; Enforceability Governmental Approvals; No Conflicts Financial Condition; No Material Adverse Change Properties Litigation and Environmental Matters Compliance with Laws and Agreements Investment Company Status Taxes ERISA; Benefit Plans -i- 3.05... -
Page 165
... of Business Payment of Obligations Maintenance of Properties Books and Records; Inspection Rights Compliance with Laws Use of Proceeds Insurance Casualty and Condemnation Appraisals Field Examinations [Reserved] Additional Collateral; Further Assurances Financial Assistance Existing 2013 Notes... -
Page 166
...] Capital Expenditures...Governing Law; Jurisdiction; Consent to Service of Process WAIVER OF JURY TRIAL Headings Confidentiality Several Obligations; Nonreliance; Violation of Law USA PATRIOT Act Disclosure Appointment for Perfection Interest Rate Limitation Waiver of Immunity Currency of Payment... -
Page 167
...; Nature of Relationship Powers Employment of Agents Notices Successor Borrower Representative Execution of Loan Documents; Borrowing Base Certificate Reporting Commitment Schedule Foreign Reorganization Schedule 1.01(b) Schedule 1.01(c) Mandatory Cost Formula Tax Restructuring Schedule... -
Page 168
... B-4 Form of US Borrowing Base Certificate Form of UK Borrowing Base Certificate Form of Dutch Borrowing Base Certificate Form of Compliance Certificate Form of Joinder Agreement Exhibit C Exhibit D Exhibit E Form of Exemption Certificate -v- -
Page 169
... CREDIT AGREEMENT dated as of May 25, 2011 (as it may be amended or modified from time to time, this "Agreement "), among OFFICE DEPOT, INC., OFFICE DEPOT INTERNATIONAL (UK) LTD., OFFICE DEPOT UK LTD., OFFICE DEPOT INTERNATIONAL B.V., OFFICE DEPOT B.V., OFFICE DEPOT FINANCE B.V., OD INTERNATIONAL... -
Page 170
... to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption. "Applicable Commitment Fee Rate " means, for any day relating to each of Facility A and Facility B, with respect to the commitment fees payable hereunder, the applicable rate per annum set... -
Page 171
... case may be, based upon the daily average Aggregate Availability during the most recent fiscal quarter of the Company; provided that until the completion of two full fiscal quarters after the Restatement Date, the Applicable Spread shall be the applicable rate per annum set forth below in Category... -
Page 172
...Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services). "Banking Services Obligations " of... -
Page 173
... "Board" means the Board of Governors of the Federal Reserve System of the United States. "Boise White Paper Contract" means the Paper Purchase Agreement dated June 25, 2011 between Boise White Paper, L.L.C. and OfficeMax, as amended. "Bookrunners " means, individually or collectively, J.P. Morgan... -
Page 174
...which commercial banks in New York City are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurocurrency Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in which... -
Page 175
... Agent may, in its Permitted Discretion, adjust Reserves used in computing the Aggregate Borrowing Base and the Canadian Borrowing Base, with any such changes to be effective three Business Days after delivery of notice thereof to the Borrower Representative and the Lenders. The Aggregate Borrowing... -
Page 176
... the interpretation or application thereof by any Governmental Authority after the date of this Agreement or, (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender's or such Issuing Bank's holding company, if any... -
Page 177
..." has the meaning assigned to such term in Section 9.21. "Credit Card Account Receivables " means any receivables due to any Loan Party in connection with purchases from and other goods and services provided by such Loan Party on the following credit cards: Visa, MasterCard, American Express, Diners... -
Page 178
... entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price of Inventory, and (b) outstanding merchandise credits issued by and customer deposits received by the Loan Parties. "Customer-Specific Inventory " means Inventory... -
Page 179
... to purchase the amount of such currency based upon the Spot Selling Rate as of such date of determination. "dollars" or "$" means the lawful money of the United States. "Dutch Borrower " means, individually and collectively, (a) Office Depot International B.V., a private limited liability company... -
Page 180
...out basis or average cost basis) or market value, at such time, munus any Reserves related to the Eligible Inventory of the Dutch Loan Parties and (ii) the product of 85% multuplued by the High Season or Low Season, if applicable, Net Orderly Liquidation Value percentage (as applicable, based on the... -
Page 181
... and any non-cash items of income for such period, all calculated for the Company and its Ssubsidiaries on a consolidated basis in accordance with GAAP. "Eligible Accounts " means, at any time, the Accounts of any Loan Party which in accordance with the terms hereof are eligible as the basis for the... -
Page 182
... any covenant, representation, or warranty contained in this Agreement or in any applicable Security Agreement has been breached or is not true; (g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or... -
Page 183
...or (vi) ceased operation of its business; (k) which is owed by any Account Debtor which has sold all or substantially all of its assets; (l) which is owed by an Account Debtor which (i) does not maintain an office in the United States or Canada (in each case, if any Account Debtor of the Company or... -
Page 184
..., territorial, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board; (v) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or... -
Page 185
...Credit Card Account Receivable does not constitute an "Account" (as defined in the UCC) or such Credit Card Account Receivable has been outstanding more than five Business days; (c) the credit card issuer or credit card processor of the applicable credit card with respect to such Credit Card Account... -
Page 186
... in respect thereof but not yet applied by the applicable Loan Party to reduce the amount of such Eligible Credit Card Account Receivable. "Eligible Inventory " means, at any time, the Inventory of a Loan Party which in accordance with the terms hereof is eligible as the basis for the extension... -
Page 187
..., bill-and-hold goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business; (g) which is not located in the United States or Canada (in each case... -
Page 188
... to be effective three days after delivery of notice thereof to the Borrower Representative and the Lenders. "Eligible LC Inventory " means the value of commercial and documentary Letters of Credit issued relating to Inventory that has or will be shipped to a Loan Party's location (as to which, in... -
Page 189
...Eligible Account Receivable solely as a result of the application of clause (c) or clause (g)(ii) in the definition thereof. Eligible Uninvoiced Account Receivable shall not include any Account not invoiced: (a) which does not relate to delivered goods; and (b) which is uninvoiced within 30 days of... -
Page 190
... States. "Eurocurrency " when used ...Adjusted LIBO Rate. "European Administrative Agent " means JPMorgan Chase Bank, N.A., London Branch, and its successors and assigns in such capacity (or such of its Affiliates as it may designate from time to time). "European Availability" means an amount equal... -
Page 191
... a new lending office), with respect to any payment made by or on account of any obligation of a US Borrower to such Foreign Lender, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive... -
Page 192
... agent, and the other agents party thereto. "Existing Letters of Credit " means the letters of credit referred to on Schedule 2.06 hereto. "Existing 2013 Notes " means the Company's existing 6.25% senior notes due 2013. "Facility", when used in reference to any Loan or Borrowing, refers to whether... -
Page 193
... Administrative Agent, any Issuing Bank in respect of a Facility A Letter of Credit or any indemnified party...equal to its Applicable Percentage of the aggregate principal amount of Facility A Swingline Loans outstanding at such time. "Facility A Revolving Loans " has the meaning assigned to such term... -
Page 194
.... "Facility B Letter of Credit " means any letter of credit or similar instrument (including a bank guarantee) issued under this Agreement that is (a) acceptable to the applicable Issuing Bank and (b) issued pursuant to Facility B for the purpose of providing credit support to a Facility B Borrower... -
Page 195
...412 or 4971 of the Code , all calculated for the Company and its Ssubsidiaries on a consolidated basis ; provided, that payments at maturity of the Existing 2013 Notes, payments of the OMX Existing 2016 Notes and redemption of preferred stock shall not be Fixed Charges . "Fixed Charge Coverage Ratio... -
Page 196
... Dominion Period. "GAAP" means generally accepted accounting principles in the United States. "Global Headquarters " means the Company's global headquarters located in the Arvida Park of Commerce in Boca Raton, Florida. "Governmental Authority " means the government of the United States, the United... -
Page 197
...of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business... -
Page 198
... such period with respect to all outstanding Indebtedness of the Company and its Ssubsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Swap Agreements in respect of interest rates to... -
Page 199
... of Credit issued by such Affiliate. "Joinder Agreement " has the meaning assigned to such term in Section 5.14. "JPMCB" means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors. "LC Collateral Account " has the meaning assigned to such term in... -
Page 200
... than customary bankers' Liens and Liens created pursuant to any Loan Document) plus (b) Aggregate Availability. "Loan Documents " means this Agreement, any promissory notes issued pursuant to the Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty and all other... -
Page 201
... and (e) otherwise, New York time. "Low Season " means for any period of determination of any Borrowing Base, any period identified by an appraiser selected and engaged by the Administrative Agent as a low selling period or similar term in the most recent appraisal ordered by the Administrative... -
Page 202
... Security Agreement", in each case as the same may be amended, restated or otherwise modified from time to time. "Mandatory Cost " means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01(c) . "Margin Stock" means "margin stock", as such term is... -
Page 203
...the meaning assigned to such term in Section 9.17. "Mexican Joint Venture" means (i) Office Depot Mexico S.A., an entity organized under the Republic of Mexico and (ii)Grupo OMX, an entity organized under the Republic of Mexico . "Minimum Aggregate Availability Period " means (including by reference... -
Page 204
... that the declaration or payment of dividends or similar distributions by such Ssubsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Ssubsidiary. "Net Orderly Liquidation Value" means, with... -
Page 205
"OfficeMax Merger Agreement " means, collectively, the Agreement and Plan of Merger, dated as of February 20, 2013 (as amended, modified or supplemented from time to time), among the Company, Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger ... -
Page 206
... under Part I UK Pensions Act 2004. "Permitted Acquisition " means any acquisition by the Company or any Subsidiary, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person... -
Page 207
... of its account receivables for cash consideration. "Permitted Investments " means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (with respect to investments made by the Company), the United Kingdom (with... -
Page 208
...within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States (with respect to investments made by the Company), England and... -
Page 209
... under any operating leases, calculated on a consolidated basis for the Company and its Ssubsidiaries for such period in accordance with GAAP. "Rent Reserve " means with respect to any store, warehouse, cross-docking facility, distribution center, regional distribution center or depot where any... -
Page 210
... dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption... -
Page 211
... means Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets... -
Page 212
... average of spot rates of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11.00 a.m. Local Time, on such date for the purchase of the relevant currency for delivery two Business Days later. "Statutory... -
Page 213
... of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of... -
Page 214
... Taxes Act 1988) of that company. "Test Period" means the most recent period of four consecutive fiscal quarters of the Company ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been (or have... -
Page 215
... as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests. "UK Borrower " means, individually and collectively, Office Depot International (UK) Ltd. and Office Depot UK Ltd... -
Page 216
...-out basis or average cost basis) or market value, at such time, munus any Reserves related to the Eligible Inventory of the UK Loan Parties and (ii) the product of 85% multuplued by the High Season or Low Season, if applicable, Net Orderly Liquidation Value percentage (as applicable, based on the... -
Page 217
... share of interest payable in respect of that advance that falls to it by reason of Part 17 of the UK Corporation Tax Act 2009; (y) (iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account... -
Page 218
...-out basis or average cost basis) or market value, at such time, munus any Reserves related to the Eligible Inventory of the US Loan Parties and (ii) the product of 85% multuplued by the High Season or Low Season, if applicable, Net Orderly Liquidation Value percentage (as applicable, based on the... -
Page 219
... bank guarantee) acceptable to the applicable Issuing Bank issued in dollars for the purpose of providing credit support to the Company. "US Loan Party " means, individually and collectively, any Loan Party (including the Company) organized under the laws of the United States. "US Protective Advance... -
Page 220
...means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. "Working Capital" means, at any date, the excess of current assets of the Company and its Subsidiaries on such... -
Page 221
...; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment... -
Page 222
...(a) all computations of amounts and ratios referred to in this Agreement shall be made without giving effect to any election under FASB ASC Topic 825 "Financial Instruments" (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Company or its... -
Page 223
... total Revolving Exposure relating to the Company would not exceed the...outstanding. (d) Notwithstanding any other provision of this Agreement, neither the Borrower Representative nor any Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period... -
Page 224
... Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent or the European Administrative Agent, as applicable, shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part... -
Page 225
... or (iii) to pay any other amount chargeable to or required to be paid by any of the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents... -
Page 226
...on a periodic basis as set forth in Section 2.05(c). Each Facility A Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Facility A Lenders, except that all payments thereon shall be payable to the US Swingline Lender solely for its own account... -
Page 227
...to all the terms and conditions applicable to other Eurocurrency Loans funded by the Facility B Lenders, except that (i) such European Swingline Loan shall accrue interest at a rate determined by reference to the OVERNIGHT Overnight LIBO RATERate and (ii) all payments thereon shall be payable to the... -
Page 228
... in any Swingline Loan purchased hereunder, the Administrative Agent or the European Administrative Agent, as applicable, shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by such Agent in... -
Page 229
... account), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank (a "Letter of Credit Request "), at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms... -
Page 230
...for successive one-year periods and (ii) the date that is five Business Days prior to the Maturity Date. (d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or... -
Page 231
... draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the... -
Page 232
... strict compliance with the terms of such Letter of Credit. (g) Disbursement Procedures . The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly... -
Page 233
... returned to the applicable Borrower or Borrower Representative for the account of the applicable Borrower within two Business Days after all such Defaults have been cured or waived. (k) On the Restatement Third Amendment Effective Date, (i) each Existing Letter of Credit, to the extent outstanding... -
Page 234
...day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent or the European Administrative Agent, as applicable, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate... -
Page 235
...such Interest Election Request, which shall be a Business Day; (C) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and (D) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election... -
Page 236
... than in respect of obligations which expressly survive the term of this Agreement, (y) all Collateral and any Loan Guaranties of the European Borrowers will be released and (z) all events relating to any Minimum European Availability Period will cease to have effect. Notwithstanding the foregoing... -
Page 237
... or the European Administrative Agent, as applicable, shall apply all funds credited to any applicable Collection Account as of 10:00 a.m., Local Time, on such Business Day (whether or not immediately available) first to prepay any Protective Advances that may be outstanding, pro rata, and second to... -
Page 238
... last Business Day of each calendar quarter and on the date on which the Commitments terminate, commencing on the first such date to occur after the Restatement Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed... -
Page 239
... fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. (c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the... -
Page 240
... shall be payable for the actual number of days elapsed and (ii) interest computed on Loans and Letters of Credit denominated in Sterling shall be computed on the basis of a year of 365 days, and shall be payable for the actual number of days elapsed. The applicable Alternate Base Rate, LIBO Rate or... -
Page 241
... or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate or OVERNIGHT Overnight LIBO RATERate) or any Issuing Bank; or... -
Page 242
... have the effect of reducing the rate of return on such Lender's or such Issuing Bank's capital or on the capital of such Lender's or such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or... -
Page 243
... has effect on the date on which the relevant Lender became a party to this Agreement) which relates to that payment and that Lender has received from a UK Borrower a certified copy of such direction; and (C) the payment could have been made to the Lender without any tax deduction in the absence of... -
Page 244
... Authority, the Borrower Representative shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the... -
Page 245
... described in section 881(c)(3)(C) of the Code and (B) the interest payment in question is not effectively connected with the United States trade or business conducted by such Lender (a " U.S. Tax Compliance Certificate") and (y) duly completed copies of Internal Revenue Service Form W-8BEN, - 82 - -
Page 246
...and which holds a passport under the HM Revenue & Customs DT Treaty Passport scheme and wishes that scheme to apply to this Agreement (where permitted by applicable law) shall notify the Loan Parties to that effect by including its scheme reference number and its jurisdiction of tax residence in the... -
Page 247
... for any costs or expenses, that party shall also at the same time pay and indemnify each such Administrative Agent, European Administrative Agent, Collateral Agent, any Lender or any Issuing Bank, as the case may be, against all VAT and any stamp duty, registration or other similar tax payables, in... -
Page 248
... the applicable Obligations as of 10:00 a.m., Local Time, on the Business Day of receipt, subject to actual collection. (b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under... -
Page 249
...Letters of Credit shall be outstanding (other than Letters of Credit which have been cash collateralized in accordance with the foregoing) shall be paid over to the applicable Borrower at its Funding Account. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by... -
Page 250
... or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent or the European Administration Agent, if applicable, at the greater of the Federal Funds Effective Rate and a rate... -
Page 251
... to the payment of all or any part of the Obligations, the Administrative Agent, the European Administrative Agent, either Collateral Agent, any Issuing Bank or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds... -
Page 252
...be effected, the Borrowers shall within five Business Days following notice by the Administrative Agent (x) first, prepay such Protective Advance Exposure, (y) second, prepay such Swingline Exposure and (z) third, cash collateralize for the benefit of the Issuing Bank only the Borrowers' obligations... -
Page 253
... credit thereunder; (3) the terms (other than the pricing) applicable to the additional or increased Commitments shall be the same as those applicable to the existing Commitments, provided that if the all-in yield (whether in the form of interest rate margins, upfront fees or any Adjusted LIBO Rate... -
Page 254
...share ratably in the extensions of credit under the Commitments). ARTICLE III Representations and Warranties Each Loan Party represents and warrants to the Lenders that: SECTION 3.01 Organization... to result in a Material Adverse Effect, is qualified to do business in, and is in good standing ... -
Page 255
... the fiscal quarter and the portion of the fiscal year ended March 26, 2011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Ssubsidiaries... -
Page 256
... "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 and shall not register as, conduct its business or take any action which shall cause it to be registered for the purposes of the European Communities (Markets in Financial Instruments) Regulations... -
Page 257
..., (i) all employer and employee contributions (including insurance premiums) required by applicable law or by the terms of any Foreign Benefit Arrangement or Foreign Plan (including any policy held thereunder) have been made, or, if applicable, accrued in accordance with normal accounting practices... -
Page 258
.... Each Loan Party shall ensure that all pension schemes operated by or maintained for the benefit of a Loan Party (including in the case of a UK Loan Party, its Subsidiaries or Affiliates) and/or any of its employees are, to the extent required by applicable law, funded or reserved to the extent... -
Page 259
... Interests of each Borrower (other than the Company), of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable (to the extent such concepts are applicable), and owned beneficially and of record by the Persons identified on Schedule 3.15 , and (c) the type... -
Page 260
..., threatened. The terms and conditions of employment, hours worked by and payments made to employees of the Loan Parties and their Subsidiaries have not been in material violation of the Fair Labor Standards Act, or any other applicable federal, provincial, territorial, state, local or foreign... -
Page 261
... of association or operating, management or partnership agreement (or in the case of the Luxembourg Borrower, consolidated articles of incorporation, if applicable), and in the case of the Luxembourg Borrower an excerpt from the Luxembourg Trade and Companies Register not older than one day prior... -
Page 262
... Borrower issued not later than one day prior to drawdown by the 2ème Sectuon du Greffe du Trubunal d'Arrondussement de Luxembourg. (c) No Default Certificat e. The Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower Representative and... -
Page 263
... Agreement and the obligations of the Lenders to make Loans and of any Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., New York time, on June 30, 2011... -
Page 264
... or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated... -
Page 265
... state the customer's name, mailing address and phone number (to the extent available) and shall be certified as true and correct by a Financial Officer of the Borrower Representative; [Reserved] (i) promptly following any request therefor, such other information regarding the operations, business... -
Page 266
...or related occurrences, whether or not covered by insurance; (e) any and all default notices received under or with respect to any leased location or public warehouse where Collateral with a fair market value in excess of $25,000,000 is located (which shall be delivered within 10 Business Days after... -
Page 267
... or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such... -
Page 268
... receipt thereof, a copy of any material direction, order, notice, ruling or opinion that any Loan Party or any Subsidiary of any Loan Party may receive from any applicable Governmental Authority with respect to any Company Plan; (D) notification within 30 days of any increases having a cost to one... -
Page 269
... or was formerly "connected" with or an "associate" of (as those terms are used in Sections 38 and 43 of the UK Pensions Act 2004) such an employer. (iii) Each UK Loan Party shall deliver to the Administrative Agent at such times as those reports are prepared in order to comply with the then current... -
Page 270
... Transactions and (b) for working capital needs and general corporate purposes, including to refinance certain existing Indebtedness (including all or a portion of the Existing 2013 Notes). No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for... -
Page 271
...related reporting and control systems. Notwithstanding the foregoing, in addition to the single annual field examination permitted above (a) during any year when Aggregate Availability is at any time... applicable law, the Company and each Subsidiary that is a US Loan Party shall (within five days ... -
Page 272
...that the aggregate outstanding principal amount of the Existing 2013 Notes is greater than $50,000,000 on the 90th day prior to the maturity thereof (such 90th day, the " Trigger Date"), the Company shall be required to maintain Liquidity of $500,000,000 (including Aggregate Availability of at least... -
Page 273
... the Global Headquarters (together with Capital Lease Obligations outstanding in respect of the Global Headquarters listed on Schedule 6.01 ), $ 175,000,000 250,000,000 and (B) other than as referred to in clause (A) above and Schedule 6.01, $150,000,000, in each case at any time outstanding; - 110... -
Page 274
... terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; (g) Indebtedness owed to any Person providing workers' compensation, health, disability or other employee benefits... -
Page 275
... connection with such Person becoming a Subsidiary or such assets being acquired and (ii) the aggregate principal amount of Indebtedness permitted by this paragraph (l) shall not exceed $ 100,000,000 250,000,000 at any time outstanding; (m) intercompany Indebtedness of the Company or any Subsidiary... -
Page 276
... documentation (including an intercreditor agreement) satisfactory to the Agents; provided further that to the extent required by the terms thereof (without any modification in contemplation of this clause 6.02(i)), any Existing 2013 Notes that remain outstanding after a partial refinancing thereof... -
Page 277
... determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, (v) any non-Loan Party may merge into, or consolidate with, another non-Loan Party; provided that any such merger involving a Person that is... -
Page 278
... other Person constituting a business unit (whether through purchase of assets, merger or otherwise) (collectively, "Investments"), except: (a) Permitted Investments, subject to, in the case of Loan Parties, control agreements in favor of the applicable Collateral Agent (in each case for the benefit... -
Page 279
...00025,000,000 in the aggregate at any time outstanding; (i) subject to the applicable provisions of any Security Agreements (including Sections 4.2(a) and 4.4 of the US Security Agreement), notes payable, or stock or other securities issued by Account Debtors to any Loan Party pursuant to negotiated... -
Page 280
...year of the Company .; and (t) the OfficeMax Merger. SECTION 6.05 Asset Sales . No Loan Party will, nor will it permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue... -
Page 281
...or other disposition or related series of sales, transfers or other dispositions of more than 10% of the Company's and its Subsidiaries' retail store base; provided, further that dispositions required by the Federal Trade Commission in connection with the OfficeMax Merger (i) shall not count against... -
Page 282
...Permitted Convertible Notes Offering and may settle such transactions in accordance with the terms thereof, (v) the Company may declare and pay dividends payable in cash with respect to its capital stock and may make payments, including any sinking fund or similar deposit, on account of the purchase... -
Page 283
... to and including 175,000 shares of preferred stock; and (x) immediately prior to consummation of the OfficeMax Merger, Restricted Payments (A) to the Preferred Stockholders to redeem any outstanding preferred shares of the Company and (B) to repurchase any outstanding common shares of the Preferred... -
Page 284
...for the benefit of, directors, officers or employees of the Borrowers or their Subsidiaries in the ordinary course of business and (k) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options... -
Page 285
... Agreement, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares ...agreement relating to any Subordinated Indebtedness or the Existing 2013 Senior Notes or (ii) its certificate of incorporation, bylaws, operating, management or partnership agreement... -
Page 286
... Period Capital Expenditures 2011 2012 2013 and thereafter $ 400,000,000 $ 450,000,000 $ 500,000,000600,000,000 SECTION 6.15 Fixed Charge Coverage Ratio . During any Level 1 Minimum Aggregate Availability Period the Loan Parties will not permit the Fixed Charge Coverage Ratio as of the last day... -
Page 287
...relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03 through 5.07, 5.09, 5.10 or 5.12 of this Agreement, (iii) for a period of 30 days...), (C) the appointment of a receiver, interim receiver, receiver and manager, liquidator, provisional liquidator, administrator,... -
Page 288
...of a liquidator, receiver, administrative receiver, administrator, examiner, compulsory manager or other similar officer in respect of any...to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial ... -
Page 289
..., when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (ii) the Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any UK Loan Party or any of its Subsidiaries or its Affiliates... -
Page 290
... or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due... -
Page 291
...any kind of business with the Loan Parties...directed by the Required Lenders (or such other number...the Borrower Representative or ...report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms... -
Page 292
...through an office in the United Kingdom). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks... -
Page 293
... such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the... -
Page 294
... shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: 1 (i) if to any Loan Party, to the Borrower Representative at: Office Depot, Inc. 6600 North Military Trail Boca Raton, FL 33496 Attention: Vice President and Treasurer... -
Page 295
... not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by... -
Page 296
... standard relating to delivery or notice requirements in any Security Agreement (other than the US Security Agreement), so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Lenders shall have received, at least five Business Days' prior... -
Page 297
...applicable Collateral Agent that the sale or disposition is made in compliance with the terms of this Agreement...of such date, to purchase for cash the Loans ...shall pay to such Non-Consenting Lender in same day funds on the day of...equal to the payment which would have been due to such Lender on the day... -
Page 298
... Loans or to another deposit account, all as described in Section 2.18(c). (b) The Borrowers shall, jointly and severally, indemnify the Agents, the Issuing Banks and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an " Indemnitee ") against, and... -
Page 299
...(a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Swingline Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount... -
Page 300
... the term " Approved Fund " has the following meaning: "Approved Fund " means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed... -
Page 301
... each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Banks and any Lender, at any reasonable time... -
Page 302
... each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable... -
Page 303
... 9.09 Governing Law; Jurisdiction; Consent to Service of Process . (a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the laws of the State of New York, but giving effect to federal laws applicable to... -
Page 304
... THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY... -
Page 305
... relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing... -
Page 306
...collectively the " Charges"), shall exceed the maximum lawful rate (the " Maximum Rate ") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with... -
Page 307
... the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any... -
Page 308
... made to such Borrower, cash collateralization of all Obligations in respect of Letters of Credit issued for the account of such Borrower and repayment in full of all other amounts owing by such Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment shall... -
Page 309
...in which such Loan Guarantor is located or organized, to the Lenders, the Agents and the Issuing Banks (collectively, the "Guaranteed Parties ") the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (excluding... -
Page 310
... the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the... -
Page 311
... Luxembourg law of December 19, 2002 on the commercial register and annual accounts) of such Luxembourg Guarantor as (i) shown in the latest financial statements ( comptes annuels ) available at the date of the relevant payment hereunder and approved by the shareholders of such Luxembourg Guarantor... -
Page 312
... modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any... -
Page 313
... Authority in accordance with applicable law and (iv) such Loan Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, and a copy of the return reporting such payment or other evidence of... -
Page 314
...result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a " Non-Paying Guarantor ") shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor's "Applicable Percentage" of such payment... -
Page 315
...Credit Agreement that the Borrower Representative give at least three Business Days' notice of termination of the "Commitments" as defined in the Existing Agreement. (c) On the Restatement Third Amendment Effective Date, any outstanding... voidable under applicable law relating to fraudulent conveyance... -
Page 316
... agent to receive all of the proceeds of such Loan in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loan to such Borrower. Neither the Agents, the Lenders nor the Issuing Banks and their respective officers, directors, agents or employees, shall not... -
Page 317
...with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers. SECTION 11.07 Reporting . Each... -
Page 318
... hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. BORROWERH: OFFICE DEPOT, INC. By Name: Michael D. Newman Title: Executive Vice President and Chief Financial Officer OFFICE DEPOT INTERNATIONAL (UK) LTD. By... -
Page 319
OD INTERNATIONAL (LUXEMBOURG) FINANCE S.À R.L. By Name: Title: By Name: Title: VIKING FINANCE (IRELAND) LTD. By Name: Title: [Signature Page to Amended and Restated Credit Agreement] -
Page 320
... Title: Vice President and Treasurer SOLUTIONS4SURE.COM, INC. By Name: Jennifer Boese Richard Leland Title: Vice President and Treasurer THE OFFICE CLUB, INC. By Name: Jennifer Boese Richard Leland Title: Vice President and Treasurer [Signature Page to Amended and Restated Credit Agreement] -
Page 321
VIKING OFFICE PRODUCTS, INC. By Name: Jennifer Boese Richard Leland Title: Vice President and Treasurer [Signature Page to Amended and Restated Credit Agreement] -
Page 322
JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent, US Collateral Agent and Lender By Name: Title: JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as European Administrative Agent and European Collateral Agent By Name: Title: [Signature Page to Amended and Restated Credit Agreement] -
Page 323
BANK OF AMERICA, N.A., as Syndication Agent and Lender By Name: Title: [Signature Page to Amended and Restated Credit Agreement] -
Page 324
CITIBANK, N.A., as Documentation Agent and Lender By Name: Title: [Signature Page to Amended and Restated Credit Agreement] -
Page 325
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent and Lender By Name: Title: [Signature Page to Amended and Restated Credit Agreement] -
Page 326
... Drive Naperville, IL 60540 Dear Deb: OfficeMax Incorporated (the "Company") is amending and restating the terms of your letter agreement dated July 9, 2008 (the "Agreement") which provides you with severance benefits if your employment with the Company is terminated before or after a "change... -
Page 327
... directly from the Company shall not be included unless the Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then outstanding shares of common stock or the combined voting power of the Company's then outstanding... -
Page 328
... if consummated would constitute a change in control of the Company; (3) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 9.5% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the... -
Page 329
..., person or group becomes required to or does report its ownership on Schedule 13D. 3. Termination and Change in Control . Except as set forth in Sections 6, 7, and 10.A, no benefits shall be payable under this Agreement unless there is a change in control of the Company, your employment is... -
Page 330
... from your duties with the Company on a full-time basis for 6 consecutive months, and within 30 days after written notice of termination is given you have not returned to the full-time performance of your duties, the Company may terminate your employment for "Disability." B. Cause. Termination by... -
Page 331
... of the Company, a material reduction by the Company in aggregate benefits and compensation available to you, including paid time off, welfare benefits, short-term incentives, pension, life insurance, healthcare, and disability plans, as compared to such benefits and compensation available to you... -
Page 332
...to, base salary) and continue you as a participant in all compensation, benefit and insurance plans and programs in which you were participating when the Notice of Termination giving rise to the dispute was given, until the dispute is finally resolved, or if earlier, the last day of the term of this... -
Page 333
... the Company or as in effect on the Date of Termination (or, in the case of a Qualifying Early Termination, as in effect on your last day of employment), whichever is more favorable to you; and (3) A lump sum severance payment equal to one times the sum of (a) your annual base salary at the rate in... -
Page 334
... the same cost to you as determined immediately prior to your last day of employment, all life (other than the Company's Executive Life Insurance Program, if applicable), disability, accident and healthcare insurance plans, programs, or arrangements, and financial counseling services in which... -
Page 335
...your last day of employment through and including the Date of Termination during which the Company provides you with benefit continuation or pays the Company-paid premium under the Company's Executive Life Insurance Program (or a successor plan) will apply toward the 12-month payment period required... -
Page 336
... to the extent applicable to the application of Section 4999 of the Internal Revenue Code of 1986 as amended, to any payment or benefit provided under this Agreement. This payment shall be made within 10 business days after the Company receives your written request for payment accompanied by... -
Page 337
... respect to the Total Payments. 8. Employee Covenants; Release . A. You agree that you will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of your assigned duties and for the benefit of the Company, either during the... -
Page 338
... as you were employed by the Company immediately prior to termination of your employment, by another business entity or person engaged in the sale or distribution of office supplies, office furniture, computer consumables or related office products or services in North America. In agreeing to... -
Page 339
...receive payments or benefits, the assets of which nevertheless will be subject to claims of the Company's creditors in the event of bankruptcy or insolvency. 10. Successors; Binding Agreement . A. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation... -
Page 340
...giving you a right to be retained as an employee or an executive officer of the Company. 16. Governing Law . This Agreement shall be governed by and construed in accordance with Delaware law. 17. Other Benefits . Any payments made to you pursuant to this Agreement are in addition to, and not in lieu... -
Page 341
... sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, OFFICEMAX INCORPORATED By /s/ Matthew R. Broad Matthew R. Broad Executive Vice President - General Counsel Agreed to this 11th day of December, 2008 /s/ Deborah... -
Page 342
... 1, 2013. WHEREAS, OfficeMax Incorporated has entered into a Merger Agreement with Office Depot, Inc. ("the Merger Agreement") which, upon regulatory approval and the passage of other conditions, will close ("the Closing"), resulting in a merger of equals; and WHEREAS, the Associate has business... -
Page 343
...allowable under applicable state law, for the period beginning on the date of this Agreement and ending one year following Associate's termination of employment with the Company (or its successor), Associate will not (i) directly or indirectly employ, recruit or solicit for employment any person who... -
Page 344
... courts. Period for Acceptance. Associate must sign this Agreement and return it sealed in the enclosed addressed envelope to Dave Halleck, Human Resources no later than May 10, 2013, in order for this Agreement to become effective. If this Agreement is not received by such date, OfficeMax's offer... -
Page 345
... 24, 2013. WHEREAS, OfficeMax Incorporated has entered into a Merger Agreement with Office Depot, Inc. ("the Merger Agreement") which, upon regulatory approval and the passage of other conditions, will close ("the Closing"), resulting in a merger of equals; and WHEREAS, the Associate has business... -
Page 346
...allowable under applicable state law, for the period beginning on the date of this Agreement and ending one year following Associate's termination of employment with the Company (or its successor), Associate will not (i) directly or indirectly employ, recruit or solicit for employment any person who... -
Page 347
...courts. Period for Acceptance. Associate must sign this Agreement and return it sealed in the enclosed addressed envelope to Dave Halleck, Human Resources no later than August 16, 2013, in order for this Agreement to become effective. If this Agreement is not received by such date, OfficeMax's offer... -
Page 348
... Japan Office Supplies, LLC ODV France LLC OD France, LLC 4Sure.com, Inc. Swinton Avenue Trading Limited, Inc. 2300 South Congress LLC Neighborhood Retail Development Fund, LLC HC Land Company LLC Notus Aviation, Inc. OD Medical Solutions LLC OD Brazil Holdings, LLC Office Depot N.A. Shared Services... -
Page 349
... Office Depot Netherlands B.V. Office Depot (Netherlands) C.V. Heteyo Holdings BV. Guilbert International B.V. Office Depot (Operations) Holdings B.V. Office Depot Coöperatief W.A. Office Depot Europe B.V. Xtreme Office B.V. OfficeMax New Zealand Limited+ Office Depot Puerto Rico, LLC Australia... -
Page 350
... Office Depot Service Center SRL Office Depot s.r.o. Office Depot S.L. Office Depot Sweden (Holding) AB Office Depot Svenska AB (f.k.a. Frans Svanström & Cu AB) Office Depot GmbH Office Depot Holding GmbH Office Depot International (UK) Limited Viking Direct (Holdings) Limited Office Depot... -
Page 351
... "Company"), and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2013. /s/ DELOITTE & TOUCHE LLP Certified Public Accountants Boca Raton, Florida February 25, 2014 131 -
Page 352
... Financial Reporting htandards vary from accounting principles generally accepted in the United htates of America, the nature and effects of which are presented in Note 19 in such consolidated financial statements), appearing in the Annual Report on Form 10-K of mffice Depot, Inc. for the year... -
Page 353
... financial information; and b) 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/ ROLAND C. SMITH Name: Roland C. Smith Title: Chief Executive Officer Date: February 25, 2014... -
Page 354
... 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/ STEPHEN E. HARE Name: Stephen E. Hare Title: Executive Vice President and Chief Financial Officer Date: February 25, 2014 134 -
Page 355
...: Roland C. Smith Title: Chief Executive Officer Date: February 25, 2014 /s/ STEPHEN E. HARE Name: Stephen E. Hare Title: Chief Financial Officer Date: February 25, 2014 A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to... -
Page 356
Exhibit 99 Office Depot de México, S. A. de C. V. and Subsidiaries Consolidated Financial Statements as of July 9, 2013(Unaudited) and December 31, 2012 and for the Period from January 1, 2013 to July 9, 2013 (Unaudited) and for the Years Ended December 31, 2012 and 2011 -
Page 357
Office Depot de México, S. A. de C. V. and Subsidiaries Consolidated Financial Statements for the Period from January 1, 2013 to July 9, 2013 (Unaudited) and for the Years Ended 2012 and 2011 Table of contents Page Independent Auditors' Report Consolidated Balance Sheets Consolidated Statements ... -
Page 358
... (the "Company"), which comprise the consolidated balance sheet as of December 31, 2012 and the related consolidated statements of comprehensive income, changes in stockholders' equity, and cash flows for the years ended December 31, 2012 and 2011, and the related notes to the consolidated financial... -
Page 359
... respects from accounting principles generally accepted in the United States of America ("U.S. GAAP"). Information relating to the nature and effect of such differences is presented in Note 19 to the accompanying consolidated financial statements. The accompanying consolidated financial statements... -
Page 360
...Trade accounts payable Office Depot Asia Holding Limited - Related party Accrued expenses Taxes payable Total current liabilities Employee benefits Total liabilities Stockholders' equity: Common stock Retained earnings... $ 9,412,297 See accompanying notes to the consolidated financial statements. 3 -
Page 361
Office Depot de México, S. A. de C. V. and Subsidiaries Consolidated Statements of Comprehensive Income For the period from January 1, 2013 to July 9, 2013 (unaudited) and for the years ended December 31, 2012 and 2011 (In thousands of Mexican pesos) 09/07/2013 (Unaudited) 31/12/2012 31/12/2011 ... -
Page 362
Office Depot de México, S. A. de C. V. and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity For the period from January 1, 2013 to July 9, 2013 (unaudited) and for the years ended December 31, 2012 and 2011 (In thousands of Mexican pesos) Common stock Retained earnings ... -
Page 363
Office Depot de México, S. A. de C. V. and Subsidiaries Consolidated Statements of Cash Flows For the period from January 1, 2013 to July 9, 2013 (unaudited) and for the years ended December 31, 2012 and 2011 (In thousands of Mexican pesos) 09/07/2013 (Unaudited) 31/12/2012 31/12/2011 Operating... -
Page 364
...1, 2013 to July 9, 2013 represent the result of operations of the Company through that date, which is the date on which Grupo Gigante acquired the remaining 50% of the outstanding shares of the Company, as discussed in Note 2 above. As that period is less than a full year, the consolidated financial... -
Page 365
...the sale of services and office 99.999000% supplies, located in Honduras. Operates stores specializing in the sale of services and office 100.000000 % supplies, located in Panama. The distribution and handling of office supplies inventories as well 99.922000% as printed forms, located in Mexico. The... -
Page 366
... México. The distribution and handling of office supplies inventories as well as fabrication of printed forms, located in Colombia, (subsidiary of 100.000000 % OD Colombia, S. A. S.). This company has not initiated operations as of the date of these 99.000000 % consolidated financial statements and... -
Page 367
...in value are recognized in comprehensive financing (cost) income of the period Concentration of credit risk IThe Company sells products to customers primarily in the retail trade in Mexico. The Company conducts periodic evaluations of its customers' financial condition and generally does not require... -
Page 368
.... Direct employee benefits- Direct employee benefits are calculated based on the services rendered by employees, considering their most recent salaries. The liability is recognized as it accrues. These benefits include mainly statutory employee profit sharing ("PTU") payable, compensated absences... -
Page 369
... of products to customers in satisfaction of orders. Revenue is recognized at the point of sale for retail transactions and at the time of successful delivery for contract, catalog and internet sales. Sales taxes collected are not included in reported sales. The Company does not charge shipping and... -
Page 370
... value-added tax and income tax $647,146 (6,053) 641,093 29,720 263,014 $ 933,827 $ 663,894 (5,728) 658,166 33,263 342,188 $1,033,617 Movements in the allowance for doubtful accounts for the period from January 1, 2013 to July 9, 2013 and for the years ended December 31, 2012 and 2011 are as... -
Page 371
... and 2011 was $49,857 (unaudited), $98,801 and $94,890, respectively, which includes amortization of leasehold improvements as well as intangibles detailed in Note 8. 9. Intangible assets 09/07/2013 (Unaudited) 31/12/2012 Intangible assets with finite useful lives: Non-compete agreement Customer... -
Page 372
...,065 The Company pays seniority premium benefits to its employees, which consist of a lump sum payment of 12 days' wage for each year worked, calculated using the most recent salary, not to exceed twice the minimum wage established by law. The related liability and annual cost of such benefits are... -
Page 373
..., the Company must make payments equivalent to 2% of its workers' daily integrated salary to a defined contribution plan that is part of the retirement savings system. The expense for the period from January 1, 2013 to July 9, 2013 and for the years ended December 31, 2012 and 2011 was $8,244... -
Page 374
..., except restated paid-in capital and tax retained earnings will be subject to ISR payable by the Company at the rate in effect upon distribution. Any tax paid on such distribution may be credited against annual and estimated income taxes of the year in which the tax on dividends is paid and the... -
Page 375
... with related parties, carried out in the ordinary course of business, were as follows: 09/07/2013 (Unaudited) 31/12/2012 31/12/2011 Sales: Restaurantes Toks, S. A. de C. V. Servicios Gastronómicos Gigante, S. A. de C. V. Servicios Toks, S. A. de C. V. Distribuidora Store Home, S. A. de... -
Page 376
...Gastronómicos Gigante, S. A. de C. V. Gigante, S. A. de C. V. Other related parties $ 276 35 I 45 33 $ 194 12 27 18 30 $ 14. Other expenses I I 389 7 19 $ 307 a. Detail is as follows: 09/07/2013 (Unaudited) 31/12/2012 31/12/2011 Colombian equity tax Others $ $ 19 I I I $ $ I 588 588... -
Page 377
... individual results, in accordance with the regulations of each country. The tax rates applicable in other countries where the Company operates and the period in which tax losses may be applied, are as follows: Statutory income tax rate (%) 09/07/2013 (Unaudited) 31/12/2012 31/12/2011 Period of... -
Page 378
... of period 2013 2012 2011 93,068 75,587 79,242 As of December 31, the main items that give rise to a deferred IETU liability are: I 17,481 21,147 I I 24,802 93,068 93,068 75,587 d. 09/07/2013 (Unaudited) 2012 Deferred IETU liability: Accounts receivable from affiliated companies Vehicles... -
Page 379
... as of December 31, 2012 can be recovered without limitation on the value or period. 16. Commitments and Contingencies Commitments The Company leases retail stores and other facilities under operating lease agreements with initial lease terms expiring in various years through 2040. In addition... -
Page 380
... by the Company under the contract. In October 2008, the Company was ordered under the counterclaim to comply with the terms of the sublease agreement, which requires the construction of an Office Depot store on the plot of land. The Company filed an appeal in January 2009. On August 19, 2010, the... -
Page 381
...in the United States of America ("U.S. GAAP") The accompanying consolidated financial statements of the Company are prepared in accordance with MFRS, which may vary in certain significant respects from U.S. GAAP. Note 3 to the accompanying consolidated financial statements summarizes the accounting... -
Page 382
... consolidated financial information. Beginning January 1, 2008, MFRS only requires the recognition of the effects of inflation for entities that operate in an inflationary environment (one whose cumulative inflation for the preceding three-year periods equals or exceeds 26%). Since that date, Mexico... -
Page 383
... into results generally over the remaining service period of the employees. Additionally, for certain termination benefits under MFRS, modifications to a plan and the related prior service costs are recognized within results in the year of modification; under U.S. GAAP, these prior service costs are... -
Page 384
Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost as of and for the year ended December 31, 2012: 09/07/2013 31/12/2012 % % Discount of the projected benefit obligation at present value Salary increase Minimum wage increase rate (iii) 8.19 5.73 4.... -
Page 385
...,407 (15,661) (5,569) 14,669 260,195 96,368 11,636 (93,068) 289,800 $ 284,231 $318,558 The effective rate differs from the statutory rate mainly due to the effects of non-deductible expenses as well as different tax rates applicable in different tax jurisdiction in which the Company operates. 28 -
Page 386
... fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts receivable, trade accounts payable and accrued expenses. The Company believes that the recorded values of these financial instruments approximate their current fair values because of... -
Page 387
... the period from January 1, 2013 to July 9, 2013, and for the years ended December 31, 2012 and 2011, respectively, is considered other operating expense under U.S. GAAP. Normal bank commissions stemming from credit card transactions are included within comprehensive financing cost within results... -
Page 388
09/07/2013 (Unaudited) 31/12/2012 31/12/2011 Cash flows from investing activities: Purchases of equipment and investments in leasehold improvements Proceeds from the sale of equipment Net cash used in investing activities Cash flows from financing activities: Borrowings from related party Banks ... -
Page 389
... under U.S. GAAr: The following are new pronouncements issued under U.S. GAAP which will be effective in future reporting periods: In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, Comprehensive Income (Topic 220): Reporning... -
Page 390