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Table of Contents
 
 

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

 
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
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¨




 
 
  
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  


  
  

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  
  
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
 x¨

 x¨
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Page 1
... 13 or 15 (d) of the Securities Exchange Tct of 1934 For the fiscal year ended December 28, 2013 or Â¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Tct of 1934 For the transition period from to Commission file number 1-10948 Office Depot, Inc. (Exact name on...

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... 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 and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and...

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..., as well as management's view on our businesses. In this Annual Report, unless the context otherwise requires, the "Company", "Onnice Depot", "we", "us", and "our" rener to Onnice Depot, Inc. and its subsidiaries. Item 1. Business Merger On November 5, 2013, the Company completed its merger with...

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... Company Onnice Depot is a global supplier on onnice products and services to consumers and businesses on all sizes. Onnice Depot was incorporated in Delaware in 1986 with the opening on its nirst retail store in Fort Lauderdale, Florida. Onnice Depot's common stock is traded on the New York Stock...

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... dedicated sales norce, through catalogs, telesales, electronically through our Internet sites, and limited store locations in Canada. Rener to the "Merchandising" section below nor additional product innormation. The North American Business Solutions Division also onners copy and print services, as...

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... as regional print nacilities, support our North American Retail Division and North American Business Solutions Division. Sales are recognized by the respective division based on how the customer order is placed. North Tmerican Supply Chain The Company operates a network on distribution center (or...

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... 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...

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.... Sales and Marketing Our marketing programs are designed to attract new customers and to drive nrequency on customer visits to our stores and websites. We regularly advertise in major newspapers in most on our North American markets. We also advertise through local and national radio, network and...

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... large national accounts that rely on us to deliver consistent products, prices and services to multiple locations, and to meet the needs on medium and small businesses at a competitive cost. We believe our North American Retail Division segment competes based on the quality on our customer service...

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... 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 amendments...

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... our Senior Vice President and Controller in March 2012, and Senior Vice President, Finance and Chien Accounting Onnicer in December 2013. Ms. Moehler previously served as Senior Vice President, Finance - North American Retail and North America Financial Planning & Analysis nrom February 2012 until...

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...on systems, technology, networks and other assets on the combined Company in a manner that 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. â€¢ Accordingly...

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... to changes in national and international priorities and U.S., state and local government budgets, which in the current economy continue to decrease. We also service a substantial amount on business through agreements with purchasing consortiums and other sole- or limited-source distribution...

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.... We use and resell many manunacturers' branded items and services and are therenore dependent on the availability and pricing on key products and services including ink, toner, paper and technology products. As a reseller, we cannot control the supply, design, nunction, cost or vendor-required...

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... cash nlow nrom operating activities and have had access to broad ninancial markets that provide the liquidity we need to operate our business. Together, these sources have been used to nund operating and working capital needs, as well as invest in business expansion through new store openings...

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...investment in Onnice Depot de Mexico and the associated return on cash to the U.S. parent, which caused the carrying value on the International Division reporting unit to exceed its nair value. As on December 28, 2013, we have goodwill amounting to $398 million, on which $377 million relates to the...

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... impact on our cash nlows and our ninancial results. Additional nuture contributions to the Pension Plans, ninancial market pernormance and Internal Revenue Service ("IRS") nunding requirements could materially change these expected payments. In connection with OnniceMax's sale on its paper, norest...

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... publicly traded company. Chinges in the regulitory environment miy increise our expenses ind miy negitively impict our business. We are subject to regulatory matters relating to our corporate conduct and the conduct on our business, including securities laws, consumer protection laws, advertising...

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...names, addresses, phone numbers, driver license numbers, e-mail addresses, contact prenerences, personally identiniable innormation stored on electronic devices, and payment account innormation, including credit and debit card innormation. We also gather and retain innormation about our employees in...

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...the nailure to retain or attract customers nollowing an attack, and increased cyber security protection costs. Our business could be disrupted due to weither-relited fictors. Our operations are heavily concentrated in the Southern and Midwestern U.S. (including Illinois, Ohio, Florida and the Guln...

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... Virginia Washington West Virginia Wisconsin Wyoming TOTAL UNITED STATES 19 1 26 5 45 222 21 2 46 54 5 49 4 1,912 North Tmerican Business Solutions Division Country # Canada 19 International Division Country # Australia France New Zealand South Korea Sweden TOTAL 6 55 16 20 47 144 19

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...supply chain nacilities in Canada, which support our North American Business Solutions Divisions. As on December 28, 2013, we also had 36 DCs in 15 countries, outside on the United States and Canada, which support our International Division. The nollowing tables set north the locations on our supply...

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..., results on operations or cash nlows. In addition, in the ordinary course on business, sales to and transactions with government customers may be subject to lawsuits, investigations, audits and review by governmental authorities and regulatory agencies, with which the Company cooperates. Many...

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... 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

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..., 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...

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... 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
... and Financial Statement Schedules" and Part II - Item 7. "MD&A" on this Annual Report. (In millions, except per share amounts and statistical data) 2013(1) 2012 2011(2) 2010 2009 Statements of Operations Data: Sales Net income (loss) (3)(4)(5)(6) Net income (loss) attributable to Onnice Depot...

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... 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 Division...

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.... Most stores also have a copy and print center onnering printing, reproduction, mailing and shipping. The North American Business Solutions Division sells onnice supply products and services in Canada and the United States, including Puerto Rico and the U.S. Virgin Islands. North American Business...

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...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 $ 4,614...

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... 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 are typically lower...

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... Depot and OnniceMax stores progresses, comparable store sales may be impacted as customers migrate nrom closed to nearby stores which remain open. The North American Retail Division reported operating income on $8 million in 2013, compared to $24 million in 2012 and $42 million in 2011. Division...

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... and changing terms and conditions in the Onnice Depot private label credit card program and adjustments relating to customer incentives. The impact on the 53 rd week was relatively neutral to the Division's overall operating income nor 2011. As a result on the Merger we added 22 stores in Canada on...

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... rd week added approximately $28 million to total Division sales in 2011, contributing to the decline in 2012. Sales in the OnniceMax business nor the period nrom the Merger date to the end on 2013 declined compared to their historical sales at a rate generally equivalent to that on the Onnice Depot...

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... International Division store count and activity is summarized below: Open at Beginning on Period Onnice Supply Stores Closed/ Opened/ Changed Acquired Designation Open at End on Period Company-Owned Stores Operated by Joint Ventures Franchise and Licensing Arrangements Total stores 2011 Company...

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...the North American Retail Division during 2011 because it was viewed as operational at that time. 2012 Retail Strategy In response to customer buying patterns, the Company conducted a review during 2012 on each Onnice Depot store location and developed a revised retail strategy. This review included...

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...July 2013 sale on our interest in Onnice Depot de Mexico and return on cash proceeds to the U.S. parent company, the nair value on the reporting unit with goodwill decreased below its carrying value and the $44 million on goodwill was nully impaired. The $14 million charge recognized in 2012 related...

Page 38
... consist on the building that 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...

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... 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 million in cash ($680 million at then-current exchange rates). The gain is net...

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... quarter on 2013, nrom a previously approved carryback on a tax accounting method change. In 2013, the Company also received ninal resolution on the IRS deemed royalty assessment relating to 2011 noreign operations, which resulted in no change to the Company's 2011 U.S. nederal income tax return...

Page 41
...to substitute 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...

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... source on cash in investing activities. However, that cash was required by the original purchase agreement to be contributed to the acquired 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...

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... 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...

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... included in this table. The operating lease obligations presented renlect nuture minimum lease payments due under the non-cancelable portions on our leases, as on December 28, 2013. Some on our retail store leases require percentage rentals on sales above specinied minimums and contain escalation...

Page 45
... assumptions. Key nactors used in developing estimates on these liabilities include assumptions related to discount rates, rates on return on investments, nuture compensation costs, healthcare cost trends, benenit payment patterns and other nactors. Changes in assumptions related to the measurement...

Page 46
..., cost on goods sold and the remaining inventory balances are adjusted to renlect that change in our outlook. 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...

Page 47
... amounts. The analysis uses input nrom retail store operations and the Company's accounting and ninance personnel that organizationally report to the chien ninancial onnicer. These projections are based on management's estimates on store-level sales, gross margins, direct expenses, exercise on...

Page 48
... benefits - The Company sponsors noncontributory denined benenit pension plans covering certain terminated employees, vested employees, retirees, and some active employees, primarily in North American Business Solutions Division, as well as a limited number on European employees. These plans...

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... on our overall business strategy and operating plans. Economic Factors - Our customers in the North American Retail Division and the International Division and many on our customers in the North American Business Solutions Division are predominantly small and home onnice businesses. Accordingly...

Page 50
... cash nlow nrom operating activities and have had access to broad ninancial markets that provide the liquidity we need to operate our business. Together, these sources have been used to nund operating and working capital needs, as well as invest in business expansion through new store openings...

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... to pay benenits, contribution levels and expense are also impacted by the return on the pension plan assets. The pension plan assets include U.S. equities, international equities, global equities and nixed-income securities, the cash nlows on which change as equity prices and interest rates vary...

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... $35 million during the month on September. Also, nrom time-to-time, we enter into noreign exchange norward transactions to protect against possible changes in exchange rates related to scheduled or anticipated cash movements among our operating entities. At December 28, 2013, there were $51 million...

Page 53
... 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 nirm, as stated in...

Page 54
...on and nor the niscal year ended December 28, 2013 on the Company and our reports dated February 25, 2014 expressed an unqualinied opinion on those ninancial statements and ninancial statement schedule. /s/ DELOITTE & TOUCHE LLP Certinied Public Accountants Boca Raton, Florida February 25, 2014 52

Page 55
... be niled with the SEC (the "Proxy Statement") within 120 days anter the end on our niscal year, which innormation is incorporated by renerence in this Annual Report. Innormation required by this item with respect to our audit committee and our audit committee ninancial experts will be contained in...

Page 56
... Annual Report. Item 14. Principal Tccountant Fees and Services. Innormation with respect to principal accounting nees and services and pre-approval policies will be contained in the Proxy Statement under the headings "Audit & Other Fees" and "Audit Committee Pre-Approval Policies and Procedures...

Page 57
... 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 Mexico, S.A. de C.V. and Subsidiaries as on July 9, 2013 (Unaudited) and December 31, 2012...

Page 58
...undersigned, thereunto 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...

Page 59
... (Loss) Consolidated Balance Sheets Consolidated Statements on Cash Flows Consolidated Statements on Stockholders' Equity Notes to Consolidated Financial Statements Report on Independent Registered Public Accounting Firm on Financial Statement Schedule Index to Financial Statement Schedule 58 59 60...

Page 60
... balance sheets on Onnice Depot, Inc. and subsidiaries (the "Company") as on December 28, 2013 and December 29, 2012, and the related consolidated statements on operations, comprehensive income (loss), stockholders' equity, and cash nlows nor each on the three niscal years in the period ended...

Page 61
... DEPOT, INC. CONSOLIDTTED STTTEMENTS OF OPERTTIONS (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...

Page 62
Table of Contents OFFICE DEPOT, INC. CONSOLIDTTED STTTEMENTS 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 ...

Page 63
Table of Contents OFFICE DEPOT, INC. CONSOLIDTTED BTLTNCE SHEETS (In millions, except shares and par ralue) December 28, December 29, 2013 2012 TSSETS Current assets: Cash and cash equivalents Receivables, net Inventories Prepaid expenses and other current assets Total current assets Property ...

Page 64
...) in receivables Decrease (increase) in inventories Net decrease (increase) in prepaid expenses and other assets Net decrease in trade accounts payable, accrued expenses and other current and other long-term liabilities Total adjustments Net cash provided by (used in) operating activities Cash flows...

Page 65
... (Loss) Total Stockholders Accumulated Denicit Treasury Stock Noncontrolling 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...

Page 66
... company and product brand names. As on December 28, 2013, the Company sold to customers throughout North America, Europe, Asia/Pacinic, and Latin America through three reportable segments (or "Divisions"): North American Retail Division, North American Business Solutions Division and International...

Page 67
... customer credit card and debit card transactions are classinied as cash. The banks process the majority on these amounts within two business days. Amounts not yet presented nor payment to zero balance disbursement accounts on $118 million and $53 million at December 28, 2013 and December 29, 2012...

Page 68
... the terms on the underlying leases, including 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...

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
... in reported Sales. The Company uses judgment in estimating sales returns, considering numerous nactors including historical sales return rates. The Company also records reductions to revenue nor customer programs and incentive onnerings including special pricing agreements, certain promotions and...

Page 71
...pay arrangements; advertising; store and nield support; executive management and various stann nunctions, such as innormation technology, human resources nunctions, ninance, legal, internal audit, and certain merchandising and product development nunctions; other operating costs incurred relating...

Page 72
... a vendor agreement, are estimated throughout the year and reduce the cost on inventory and cost on goods sold during the year. This estimate is regularly monitored and adjusted nor current or anticipated changes in purchase levels and nor sales activity. Other promotional consideration received is...

Page 73
...hedge transactions in 2013, 2012 or 2011. New Tccounting Standards: Ennective nor the Company beginning in niscal year 2014, transactions or events that result in companies losing a controlling interest in a noreign entity will cause the release on the related cumulative translation adjustment ("CTA...

Page 74
... has been prepared by adjusting the Company's historical data to give ennect to the Merger as in it had occurred on January 1, 2012: Pro Forma - Unaudited (In millions, except per share amounts) Year Ended December 28, 2013 Year Ended December 29, 2012 Sales Net income Net income attributable to...

Page 75
...noncurrent assets Accounts payable Other current liabilities (a) Unnavorable leases Non-recourse debt Recourse debt Pension and other post-employment obligations Denerred income taxes and other long-term liabilities and Noncontrolling interest Total identiniable net assets Goodwill Total (a) 948 51...

Page 76
... on 2013, the Company began presenting Merger, restructuring and other operating expenses, net on a separate line in the Consolidated Statements on Operations to identiny these activities apart nrom the expenses incurred to sell to and service its customers. During 2013, these expenses totaled $201...

Page 77
... reported in Division operating income. Merger-related expenses include (i) $80 million related to transaction and integration activities primarily investment banking, legal, accounting, integration; (ii) $92 million on employee related expenses nor cash termination benenits, acceleration on share...

Page 78
... on capitalized sontware costs totaled $56 million, $46 million and $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...

Page 79
... on the disposition on its investment in Onnice Depot de Mexico and the associated return on cash to the U.S. parent, in the third quarter on 2013, the carrying value on the related reporting unit exceeded its nair value. Because the investment was accounted nor under the equity method, no goodwill...

Page 80
...the third quarter on 2012, the Company re-evaluated the remaining balances on certain amortizing intangible assets associated with a 2011 acquisition in Sweden. An impairment charge on $14 million was recognized and is presented in Asset impairment in the Consolidated Statements on Operations. Rener...

Page 81
...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 $34 million in 2011. The investment balance at year end...

Page 82
... with an original principal balance on $818 million (the "Installment Notes") that were part on the consideration received in exchange nor OnniceMax's sale on timberland assets in October 2004. The Installment Notes were issued by a single-member limited liability company normed by anniliates on...

Page 83
... 2013 2012 Recourse debt: Short-term borrowings and current maturities on long-term debt: Short-term borrowings Capital lease obligations Other current maturities on long-term debt Total Long-term debt, net on current maturities: $ 3 23 3 29 250 18 186 $ 2 20 152 $ $ 174 $ $ Senior Secured...

Page 84
... and denault provisions include limitations in certain circumstances on acquisitions, dispositions, share repurchases and the payment on cash dividends. The Company has never paid a cash dividend on its common stock. The Facility also includes provisions whereby in the global availability is less...

Page 85
... 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 active covenants will cease to apply nor so long as the Company receives and maintains...

Page 86
...to substitute 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...

Page 87
...129) 54 $ (75) $ (4) 37 $ 33 The income tax expense (benenit) related to income (loss) nrom operations consisted on the nollowing: (In millions) 2013 2012 2011 Current: Federal State Foreign Denerred : Federal State Foreign Total income tax expense (benenit) $ 15 5 $ (14) 1 14 125 (4) $(59...

Page 88
... 2013. The 2012 ennective tax rate includes the accrued benenit related to the navorable settlement on the U.S. Internal Revenue Service ("IRS") examination on the 2009 and 2010 tax years, as discussed below. The 2012 ennective tax rate also includes the benenit nrom the recovery on purchase price...

Page 89
... 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 benenit...

Page 90
...subsidiaries acquired as a result on the Merger to be permanently reinvested. The Company has recorded the associated denerred tax liabilities accordingly. The nollowing summarizes the activity related to valuation allowances nor denerred tax assets: (In millions) 2013 2012 2011 Beginning balance...

Page 91
... method change. In 2013, the Company also received ninal resolution on the IRS deemed royalty 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...

Page 92
... 28, 2013. The Company will be making additional tax accounting method changes required by these regulations as on January 1, 2014, but does not expect them to have a material impact on the Company's consolidated ninancial statements. NOTE 10. LETSES The Company leases retail stores and other...

Page 93
... 70 million shares on Company common stock and classinied outside on permanent equity on the Consolidated Balance Sheets because certain redemption conditions were not solely within the control on Onnice Depot. Dividends on the Redeemable Prenerred Stock were declared quarterly and paid in cash or...

Page 94
...) NOTE 12. STOCKHOLDERS' EQUITY Preferred Stock As on December 28, 2013, there were 1,000,000 shares on $0.01 par value 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...

Page 95
... quarter on the year. In addition, the Company assumed the share issuance plan normerly related to OnniceMax employee grants, the 2003 OnniceMax Incentive and Pernormance Plan (the "2003 Plan"). Eight types on awards may be granted under the 2003 Plan, including stock options, stock appreciation...

Page 96
... OFFICE DEPOT, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) The weighted-average grant date nair values on options granted during 2013, 2012, and 2011 were $3.00, $1.86, and $2.25, respectively, using the nollowing weighted average assumptions nor grants: Risk-nree interest rates...

Page 97
... restricted stock units to eligible employees. In addition, 0.4 million shares were granted to the Board on Directors as part on their annual compensation and vested within one year nrom the grant date. A summary on the status on the Company's nonvested shares and changes during 2013, 2012 and 2011...

Page 98
... Merger, the Company assumed responsibility nor sponsoring various retiree medical benenit and line insurance plans including plans related to operations in Canada. The type on retiree benenits and the extent on coverage vary based on employee classinication, date on retirement, location, and other...

Page 99
... 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 Other Benefits Noncurrent assets Current liabilities Noncurrent liabilities Net amount recognized Amounts...

Page 100
... on net periodic pension cost nor 2014 is 6.5%. Obligation and costs related to the Canadian retiree health plan are impacted by changes in trend rates. The nollowing table presents the assumed healthcare cost trend rates used in measuring the Company's postretirement benenit obligations at year-end...

Page 101
...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 to published market prices...

Page 102
... to these pension plans, which was the remaining 2013 minimum nunding requirement. Pension contributions nor a null year on 2014 are estimated to be $50 million. The Company may elect at any time to make additional voluntary contributions. Qualinied pension benenit payments are paid nrom the assets...

Page 103
... 2011, the seller paid GBP 5.5 million ($8.8 million, measured at then-current exchange rates) to the Company to allow nor nuture monthly payments to the pension plan, pending a court ruling on their cancellation request. That money was placed in an escrow account with the pension plan acting...

Page 104
... Balance Sheets, the net nunded amounts are classinied as a non-current asset in the caption Other assets. Components of Net Periodic Cost (Benefit) The components on net periodic cost (benenit) are presented below: (In millions) 2013 2012 2011 Service cost Interest cost Expected return on plan...

Page 105
.... 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 Equity securities Fixed-income securities Total 1% 54% 45% 100% - 64% 36% 100...

Page 106
...: (In millions) Total Balance 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...

Page 107
... nor the Company's contributions to these programs and certain international retirement savings plans. Additionally, nonparticipating annuity premiums were paid nor benenits in certain European countries totaling $4 million, $5 million, and $5 million in 2013, 2012, and 2011, respectively. NOTE...

Page 108
... within the next twelve months. The nair values on the Company's noreign currency contracts and nuel contracts are the amounts receivable or payable to terminate the agreements at the reporting date, taking into account current interest rates, exchange rates and commodity prices. The values are...

Page 109
... on any cash held by Boise Cascade Holdings, LLC as on the balance sheet date (together, Level 2 inputs). The Company's indirect investment in Boise Cascade Company is calculated using the number on shares the Company indirectly holds in Boise Cascade Company multiplied by its closing stock price as...

Page 110
... in 2013, 2012 and 2011, respectively. A review on the North American Retail portnolio during 2012 concluded with a plan nor each location to maintain its current conniguration, downsize to either small or mid-size normat, relocate, remodel, renew or close at the end on the base lease term. The...

Page 111
...The Company used a binomial simulation to capture the call, conversion, and interest rate reset neatures as well the optionality on paying the dividend in-kind or in cash. Dividends were paid in kind nor the nourth quarter on 2011 and the nirst three quarters on 2012. For the 2011 dividends paid-in...

Page 112
... the amount added to the liquidation prenerence. For the dividend paid-in-kind nor the third quarter on 2012, a stock price volatility on 55% or 75% would have increased the estimate by $0.7 million or decreased the estimate by $0.6 million, respectively. Using a beginning on period stock price on...

Page 113
..., results on operations or cash nlows. In addition, in the ordinary course on business, sales to and transactions with government customers may be subject to lawsuits, investigations, audits and review by governmental authorities and regulatory agencies, with which the Company cooperates. Many...

Page 114
... on pernormance reported internally to manage the business and nor resource allocation. This measure charges to the respective Divisions those expenses considered directly or closely related to their operations and allocates support costs. Other companies may charge more or less on these items to...

Page 115
... North America Retail Division operating results. A summary on signinicant accounts and balances by segment, reconciled to consolidated totals nollows. North American Retail North American Business Solutions (In millions) International Corporate, Eliminations and Other* Consolidated Total Sales...

Page 116
..., digital cameras, telephones, and wireless communications products. The nurniture and other category includes products such as desks, chairs, luggage, sales in the copy and print centers, and other miscellaneous items. Total Company sales by product group were as nollows: 2013 2012 2011 Supplies...

Page 117
...) prenerred stock dividends on $23 million associated to redemption in November 2013. First Quarter (1) (In millions, except per share amounts) Second Quarter (2) Third Quarter (3) Fourth Quarter (4) Fiscal Year Ended December 29, 2012 Net sales Gross pronit Net income (loss) Net income (loss...

Page 118
... 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, and nor each on the three niscal years in the period ended December 28, 2013, and the Company's internal control over...

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
... 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 2011 28

Page 121
...9.75% Senior Secured Notes due 2019, among Onnice Depot, Inc., the Guarantors named therein and U.S. Bank National Association (Incorporated by renerence nrom Onnice Depot, Inc.'s Current Report on Form 8-K, niled with the SEC on March 15, 2012.) Supplemental Indenture, dated as on February 22, 2013...

Page 122
...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 Shareholders, niled with the SEC on March 13, 2008.)* Change on Control Agreement, dated as on...

Page 123
...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 in Control Agreement...

Page 124
... Depot, Inc.'s Annual Report on Form 10-K, niled with the SEC on February 28, 2012.)* First Amendment, dated February 24, 2012, to the Amended and Restated Credit Agreement, dated as on May 25, 2011, among Onnice Depot, Inc. and certain on its European subsidiaries as Borrowers, JPMorgan Chase Bank...

Page 125
... 10.47 10.48 2013 Pernormance Share 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.)* 2003 OnniceMax Incentive and Pernormance Plan (amended and restated ennective as on...

Page 126
... 25, 2011, as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as on February 24, 2012 and the Second Amendment to the Amended and Restated Credit Agreement, dated as on March 4, 2013, among Onnice Depot, Inc., and certain on its European subsidiaries as Borrowers...

Page 127
... 2010.)* Form on Restricted Stock Unit Award Agreement - Time-Based between OnniceMax Incorporated and Ravi Saligram (Incorporated by renerence nrom OnniceMax Incorporated's Current Report on Form 8-K, niled with the SEC on October 19, 2010.)* 10.79 10.80 Form on Change in Control Letter Agreement...

Page 128
...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 Firm Consent on Independent Auditors Certinication on CEO required by Securities and Exchange...

Page 129
... on October 1, 1985, between Boise Cascade Corporation and U.S. Bank Trust National Association (as successor in interest to Morgan Guaranty Trust Company on New York) was niled as exhibit 99.2 in OnniceMax Incorporated's Current Report on Form 8-K niled on December 10, 2001. The Fourth Supplemental...

Page 130
... 2013, among eDepot, LLC, a Delaware limited liability company (the "Guaranteeing Subsidiary"), a subsidiary of Office Depot, Inc., a Delaware corporation (or its permitted successor) (the "Company"), the Company, the Guarantors listed on the signature pages hereto and U.S. Bank National Association...

Page 131
...: 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: /s/ Elisa...

Page 132
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: /s/ Jack Ellerin Name: Jack Ellerin Title: Vice President

Page 133
... Subsidiaries"), each a subsidiary of Office Depot, Inc., a Delaware corporation (or its permitted successor) (the "Company"), the Company, the Guarantors listed on the signature pages hereto and U.S. Bank National Association (or its permitted successor), a nationally chartered banking association...

Page 134
...or future director, officer, employee, manager, incorporator or stockholder of a Guaranteeing Subsidiary, as such, shall have any liability for any obligations of a Guaranteeing Subsidiary under the Notes, the Indenture, this Supplemental Indenture, the Note Guarantees, or Security Documents for any...

Page 135
... to 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...

Page 136
...By: /s/ Richard Leland 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...

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
.... 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 and funds flow statement in form...

Page 140
... Amendment to be executed and delivered by their duly authorized officers as of the date first above written. OFFICE DEPOT, INC. By: /s/ Michael 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...

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
... 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 and Treasurer OFFICE DEPOT FOREIGN HOLDINGS LP, LLC By: /s/ Richard Leland Name: Richard Leland...

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
... Agent and US Collateral Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CITIBANK, N.A., and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents J.P. MORGAN SECURITIES LLC, MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC. and WELLS FARGO...

Page 164
... 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 3.06...

Page 165
... and Subsidiaries Security Interest in Collateral Employment Matters ...Financial Statements; Borrowing Base and Other Information Notices of Material Events Existence; Conduct of Business Payment of Obligations Maintenance of Properties Books and Records; Inspection Rights Compliance with Laws Use...

Page 166
...Coverage...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... X LOAN GUARANTY ...

Page 167
... Loan Documents; Borrowing Base Certificate Reporting Commitment Schedule Foreign Reorganization Schedule 1.01(b) Schedule 1.01(c) Mandatory Cost Formula Tax Restructuring Schedule 1.01(d) Schedule 1.01(e) Specified Excluded Subsidiaries Existing Letters of Credit Existing Letters of Credit...

Page 168
... Exhibit B-1 Exhibit B-2 Exhibit B-3 Exhibit 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
... Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "Account" means, individually and collectively, any "Account" referred to in any Security Agreement. "Account Debtor " means any Person obligated on an Account. "Adjusted...

Page 170
... Laws" mean all laws, rules, and regulations of any jurisdiction applicable 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...

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
... 25, 2011 between Boise White Paper, L.L.C. and OfficeMax, as amended. "Bookrunners " means, individually or collectively, J.P. Morgan Securities LLC, Merrill Lynch Pierce Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Capital Finance, LLC Bank, National Association , in...

Page 174
... on 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...

Page 175
... la SÃ©curutÃ© Socuale , which is the Luxembourg authority in charge of the Luxembourg mandatory welfare system. "Change in Control " means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act...

Page 176
... company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement ., (d) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements...

Page 177
... 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 Club, Discover...

Page 178
... Cash Discounts " means, with respect to any Loan Party, cash discounts earned by such Loan Party for early payments to vendors which reduce net Inventory costs for such Loan Party. "Departing Lender " has the meaning assigned to such term in Section 2.19(b). "Deposit Account Control Agreement...

Page 179
... the applicable Dilution Factors for the 12 most recently ended fiscal months divided by (b) total gross sales for the 12 most recently ended fiscal months. "Dilution Reserve " means, at any date, the applicable Dilution Ratio multuplued by the Eligible Accounts, Eligible Credit Card Receivables or...

Page 180
..., 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 borrowing base delivery date as required under...

Page 181
... of pledge of receivables, dated 27 December 2010, between Office Depot Finance B.V. as pledgor and the European Collateral Agent as pledgee, (g) any other pledge or security agreement entered into, after the date of this Agreement, by any other Dutch Loan Party (as required by this Agreement or any...

Page 182
... bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest; (h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services...

Page 183
...; (s) which is owed by an Account Debtor located in any jurisdiction which requires filing of a "Notice of Business Activities Report" or other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower has filed...

Page 184
... than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Borrower created a new receivable for the unpaid portion of such Account; (u) which does not comply in all material respects with the requirements of all applicable laws and...

Page 185
...Debtor organized under the laws of Canada. "Eligible Canadian Inventory " means any Eligible Inventory owned by the Company or a Canadian Loan Party which is located in Canada. "Eligible Credit Card Account Receivable " means any Credit Card Account Receivable that (i) has been earned and represents...

Page 186
... amount of all cash received 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...

Page 187
... center or depot or (ii) any retail store located in a jurisdiction providing for a common law landlord's lien on the personal property of tenants, in each case leased by the applicable Loan Party unless (A) the lessor has delivered to the Administrative Agent a Collateral Access Agreement...

Page 188
... such changes 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...

Page 189
.... "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate " means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for...

Page 190
...ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure of any Loan Party or ERISA Affiliate to make any required contribution to...

Page 191
... or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor's failure to constitute an "eligible contract participant," as defined in the Commodity Exchange Act and the regulations thereunder, at the time the...

Page 192
...of Credit that have not yet been reimbursed by or on behalf of the Company at such time. The Facility A LC Exposure of any Lender at any time shall be its Applicable Percentage of the total Facility A LC Exposure at such time. "Facility A Lenders " means the Persons listed on the Commitment Schedule...

Page 193
...its Applicable Percentage of the total Facility A Swingline Exposure at such time. "Facility A Swingline Loan " has the meaning assigned to such term in Section 2.05(a)(i). "Facility A Swingline Sublimit " means $125,000,000. "Facility B" means the Facility B Commitments and the extensions of credit...

Page 194
... Exposure of any Lender at any time shall be its Applicable Percentage of the total Facility B LC Exposure at such time. "Facility B Lenders " means the Persons listed on the Commitment Schedule as having a Facility B Commitment, any other Person that shall acquire a Facility B Commitment pursuant...

Page 195
... received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Financial Officer " means the chief financial officer, principal accounting officer, senior vice president - finance, treasurer or controller of a Borrower. "Financial Support Direction...

Page 196
... and collectively, any Total Full Cash Dominion Period or any European Full Cash 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...

Page 197
... are customarily paid, (d) all obligations 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...

Page 198
...on a consolidated basis for the Company and its Ssubsidiaries for such period in accordance with GAAP. "Interest Payment Date " means (a) with respect to any ABR Loan or Overnight LIBO Loan (other than, in each case, a Swingline Loan), the last day of each calendar quarter and the Maturity Date, and...

Page 199
... Agent as an "Irish Security Agreement", in each case as the same may be amended, restated or otherwise modified from time to time. "Issuing Bank " means, individually and collectively, JPMorgan Chase Bank, N.A., Bank of America, N.A. and Wells Fargo Bank, National Association, together with any...

Page 200
...(b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call...

Page 201
...of European Letters of Credit, (b) local time in New York, with respect to the times for the determination of "Dollar Equivalent", for the receipt of Borrowing Requests of US Revolving Loans, US Swingline Loans, US Protective Advances, US Letter of Credit Requests to an Issuing Bank, for receipt and...

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...

Page 203
... of Level 1) and (b) ending after Aggregate Availability is greater than the amounts set forth above (with respect to the applicable Level) for 30 consecutive days (or 60 consecutive days when used in reference to any Full Cash Dominion Period). For the avoidance of doubt, at any time that Aggregate...

Page 204
... 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 respect to Inventory...

Page 205
...to which such rate is being determined, would be offered for such day by a branch or Affiliate of JPMCB in the applicable offshore interbank market for such currency to major banks in such interbank market plus (b) the Mandatory Cost. "Parallel Debt " has the meaning assigned to such term in Section...

Page 206
...except for any such securities in the nature of directors' qualifying shares) acquired or otherwise issued by such Person or any newly formed Subsidiary of any Borrower in connection with such acquisition shall be directly and beneficially owned 100% by the Company or any Subsidiary; and (d) in the...

Page 207
... applicable law) regarding operating leases and consignments, in each case entered into by the Company and its Subsidiaries in the ordinary course of business; provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness. "Permitted Foreign Subsidiary Factoring...

Page 208
... from time to time by JPMCB as its prime rate at its offices at 270 Park Avenue in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. "Principal" has the meaning assigned to such term on Schedule 1.01...

Page 209
...or depot where any Inventory subject to Liens arising by operation of law is located and with respect to which no Collateral Access Agreement is in effect, a reserve equal to two months' rent at such store, warehouse, cross-docking facility, distribution center, regional distribution center or depot...

Page 210
... Payment " means any 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...

Page 211
... Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating...

Page 212
... 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 Reserve Rate " means a fraction (expressed as a decimal), the numerator of which is the number one and...

Page 213
... measures 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...

Page 214
... 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 been required to be) delivered pursuant to Section 5.01(a) or 5.01(b), as applicable. - 51...

Page 215
... Code 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...

Page 216
... 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 borrowing base delivery date as required under Section...

Page 217
... modified from time, (d) the Deed of Charge, dated as of December 27, 2010, between Office Depot Finance B.V. and the European Collateral Agent, (e) any other charge or security agreement entered into, after the date of this Agreement, by any other UK Loan Party (as required by this Agreement or any...

Page 218
... 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 borrowing base delivery date as required under Section...

Page 219
...Party organized in the US (or any other property located therein)), or any other Person and (c) any other pledge or security agreement entered into, after the date of this Agreement, by any Loan Party (as required by this Agreement or any other Loan Document for the purpose of creating a Lien on any...

Page 220
...and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In this Agreement, where it relates to a Dutch Loan Party, a reference to: (a) a necessary action to authorize, where applicable, includes without limitation: - 57 -

Page 221
...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 to any provision hereof to eliminate the effect of any change...

Page 222
.... ARTICLE II The Credits SECTION 2.01 Commitments . Subject to the terms and conditions set forth herein, (a) each Facility A Lender agrees to make Revolving Loans (the "Facility A Revolving Loans ") from time to time during the Availability Period to the Company in dollars and (b) each...

Page 223
...and (vi) the total Revolving Exposure relating to the Company would not exceed the US Borrowing Base; subject, in the case of each of clause (ii), (iii) and (iv) above, to the Administrative Agent's authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04...

Page 224
..., not later than 10:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing. Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile of a written Borrowing Request in a form approved by the Administrative Agent...

Page 225
...02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated, to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund, in the currency in...

Page 226
...have the terms of this Section 2.05(a)(i) apply to such Borrowing Request by advancing, on behalf of the Facility A Lenders and in the amount so requested, same day funds to the Company on the applicable Borrowing date to the Funding Account(s) (each such Loan, a " Facility A Swingline Loan "), with...

Page 227
...; or (E) the total Revolving Exposure relating to the Company would exceed the US Borrowing Base; subject, in the case of each of clause (A), (C), (D) and (E) above, to the Administrative Agent's authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04...

Page 228
... Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile or e-mail no later than 12:00 noon Local Time (i) on the date of such requested Settlement (the " Settlement Date ") with regard to US Swingline Loans and (ii) five Business Days prior to the Settlement Date...

Page 229
... OfficeMax and its Subsidiaries (or any Borrower may request the issuance of Letters of Credit for its own 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...

Page 230
... (E) above, to the Administrative Agent's authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. (c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the...

Page 231
... or delivery of any 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...

Page 232
..., regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (g) Disbursement Procedures . The applicable Issuing Bank shall, promptly following its receipt...

Page 233
... withdrawal, over such account, such account shall be subject to a Deposit Account Control Agreement and/or acknowledgement of notice, as applicable, and each Borrower hereby grants the Collateral Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) a security interest in the LC...

Page 234
... against any Non-Funding Lender which has not made Loans required by the terms and provisions hereof. SECTION 2.08 Interest Elections . (a) Each Borrowing of Revolving Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing of...

Page 235
... time terminate in full the European Sublimit upon (i) the payment in full in cash of all outstanding Loans or European Loans, as applicable, together with accrued and unpaid interest thereon and on any Letters of Credit or European Letters of Credit, as applicable, (ii) the cancellation and return...

Page 236
... and the other Loan Documents (including, but not limited to, all reporting obligations contained in Section 5.01 relating to the European Borrowing Base) in their capacities as such, other than in respect of obligations which expressly survive the term of this Agreement, (y) all Collateral and...

Page 237
(b) During any Full Cash Dominion Period, on each Business Day, the Administrative Agent 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) ...

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
... Spread in the case of standby Letters of Credit, and 50% of the Applicable Spread in the case of trade Letters of Credit, in each case used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion...

Page 240
... Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for...

Page 241
... of net income or profits taxes; (B) impose, modify 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...

Page 242
... company for any such reduction suffered. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority...

Page 243
...purposes (any such person a "Withholding Agent") shall make such deductions and timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the applicable Loan Party shall be...

Page 244
... relevant Lender is a UK Non-Bank Lender and it has not, other than by reason of any change after the date of this Agreement in (or in the interpretation, administration, or application of) any law, or any published practice or concession of any relevant taxing authority, given a Tax Confirmation to...

Page 245
... the request of the Borrower Representative or the Administrative Agent), whichever of the following is applicable: (i) in the case of a Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code, duly completed copies of Internal Revenue Service Form W-9 certifying...

Page 246
... 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 Commitment Schedule or, where applicable, in the form of Assignment and Assumption...

Page 247
..., any Collateral Agent, any Lender or any Issuing Bank to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrowers or any other Person nor shall it be construed to require the Administrative Agent, the European Administrative Agent...

Page 248
...(b)) from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against 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...

Page 249
..., any balance remaining after the Secured Obligations shall have been paid in full and no 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...

Page 250
... shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements...

Page 251
...is applied 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...

Page 252
... 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 corresponding...

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
... Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required , except as otherwise set forth on Schedule 3.01 . SECTION 3.02 Authorization; Enforceability . (a) The Transactions are within each Loan Party's organizational powers and...

Page 255
... the fiscal year ended December 25, 2010, reported on by Deloitte & Touche LLP, a registered public accounting firm, and (ii) as of and for 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...

Page 256
...all material Intellectual Property that is necessary to its business as currently conducted and the use thereof by the Loan Parties and its Subsidiaries does not infringe in any material respect upon the rights of any other Person. SECTION 3.06 Litigation and Environmental Matters . (a) There are no...

Page 257
...(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; (ii) other than in relation to the UK Pension...

Page 258
... 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 failure to do...

Page 259
... created by a UK Loan Party where registration of particulars of such Liens at the (i) Companies House in England and Wales or Scotland is required under Section 860 or Section 878, as applicable, of the UK Companies Act 2006, (ii) UK Trade Marks Registry at the Patent Office in England and Wales...

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 law...

Page 261
... or employees, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. The Transactions will not violate Anti-Corruption Laws or applicable...

Page 262
... in relation to the Luxembourg Borrower issued not later than one day prior to drawdown by the 2Ã¨me 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...

Page 263
... is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., New York time, on June 30, 2011. SECTION 4.02 Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of...

Page 264
..., accompanied by any management letter prepared by said accountants; (b) within 45 days after the end of each of the first three fiscal quarters of the Company, its consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such...

Page 265
... above (or within 15 days of the end of each calendar month during any European Full Cash Dominion Period, in the case of the European Loan Parties ), an updated customer list for each Loan Party , which list shall state the customer's name, mailing address and phone number (to the extent available...

Page 266
... as available, but in any event within 15 Business Days of the end of each calendar month, a certificate setting forth the calculation of the Fixed Charge Coverage Ratio as of the last day of such calendar month, together with supporting information in connection therewith. SECTION 5.02 Notices of...

Page 267
... extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event...

Page 268
... the terms thereof, any funding agreements and all applicable laws. (iii) The Loan Parties shall deliver to each Lender (A) if requested by such Lender, copies of each annual and other return, report or valuation with respect to each Company Plan, as filed with any applicable Governmental Authority...

Page 269
... 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 statutory or auditing requirements (as applicable either...

Page 270
.../or voluntary benefit plans consented to by the Administrative Agent, if any, in all respects in conformity with the requirements of applicable law or contract. (ii) All pension schemes applied by a Loan Party comply with all provisions of the relevant law and employ reasonable actuarial assumptions...

Page 271
...such appraisals and updates to include, without limitation, information required by applicable law and regulations. Notwithstanding the foregoing, in addition to the single Inventory appraisal permitted above (a) during any year when Aggregate Availability is at any time (i) less than the greater of...

Page 272
... actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent or either Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and...

Page 273
... or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04(e) and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary if, and on the same terms as, the...

Page 274
... (i) shall not exceed $500,000,000 at any time outstanding; (j) unsecured or subordinated Indebtedness of the Company having no scheduled principal payments or prepayments (other than pursuant to customary change of control or asset sale offer provisions) prior to the Maturity Date; provided that...

Page 275
...and their respective Subsidiaries with respect to loans made to such Loan Party or Subsidiary on the cash surrender value of life insurance policies of employee and former employees of any Loan Party or Subsidiary or Specified Excluded Subsidiary in the ordinary course of business; provided that the...

Page 276
... course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon or (ii) in favor of a banking institution arising as a matter of law, encumbering amounts credited to deposit or securities accounts (including...

Page 277
... in that certain Intercreditor Agreement, dated as of March 14, 2012, as amended, modified, restated or supplemented, among the Administrative Agent and Collateral Agent for the Secured Parties, U.S. Bank National Association, as collateral agent for the Notes Secured Parties (as defined therein...

Page 278
... to, engage in any business other than businesses of the type conducted by the Company and its Subsidiaries on the Restatement Date and businesses reasonably related or incidental thereto (including the provision of services). SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions...

Page 279
... 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 agreements with respect...

Page 280
...continuing, (ii) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Permitted Acquisition is to occur ...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...

Page 281
... Company's and its Subsidiaries' retail store base, the Administrative Agent shall be able to request an additional inventory appraisal; provided, further, that (i) the net proceeds from any disposition required by the Federal Trade Commission shall be used to prepay any outstanding Revolving Loans...

Page 282
... common stock; (ii) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; (iii) the Company may make Restricted Payments, not exceeding $ 10,000,00020,000,000 during any fiscal year, pursuant to and in accordance with equity incentive plans or other benefit plans...

Page 283
..., including Aggregate Availability of at least $400,000,000. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of...

Page 284
... sale or transfer of the property or assets securing such Indebtedness; (E) payment of Indebtedness owed to the Company or any wholly owned Subsidiary; (F) payment of Indebtedness owed by non-Loan Parties; (G) distributions of shares of common stock of the Company, together with cash payments...

Page 285
...exist any Lien upon any of its property or assets to secure the Secured Obligations under this Agreement, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to any Borrower or any other...

Page 286
... the Fixed Charge Coverage Ratio as of the last day of any Test Period (including the last Test Period prior to the commencement of such Minimum Aggregate Availability Period for which financial statements for the quarter or fiscal year then ended have been (or have been required to be) delivered...

Page 287
... request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement or any other Loan Document or (iv) for a period beyond any period of grace (if any) provided in such other Loan Document. (f) any Loan Party or any Subsidiary shall fail to make any payment...

Page 288
... the foregoing; (ii) any member of the European Group (other than any Immaterial Subsidiary) is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its...

Page 289
... pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 (to the extent not covered by insurance as to which the relevant insurance company has acknowledged coverage) shall be rendered against any Loan Party, any Subsidiary...

Page 290
...that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (q) all the legal requirements of the Luxembourg law of May 31, 1999, as amended, regarding the domiciliation companies have not been complied with by...

Page 291
... statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, 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
...or authorized by the proper Person or (iii) any statement made by a director, authorized signatory or employee of any Person ...acting 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...

Page 293
... for its internal use, and it will not share the Report with any other Person except as otherwise permitted pursuant to Section 9.12 of this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify...

Page 294
... 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 Telephone: 561-438...

Page 295
...to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of...

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
... to the applicable Collateral Agent that the sale or disposition is made in compliance with the terms of this Agreement (and each Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to a Loan Party under a lease which has...

Page 298
...; (v) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and (vi) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and...

Page 299
... fail to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Swingline Lender under paragraph (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...

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
...-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable laws...

Page 302
... of the Luxembourg Civil Code (to the extent applicable), the Liens created under the Loan Documents, securing the rights assigned, transferred or novated thereby, will be preserved for the benefit of the assignee. SECTION 9.05 Survival . All covenants, agreements, representations and warranties...

Page 303
...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 national banks. - 140...

Page 304
... nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Requirement of Laws or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with...

Page 305
...-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN PARTIEH AND THEIR RELATED PARTIEH OR THEIR REHPECTIVE HECURITIEH. ACCORDINGLY, EACH LENDER REPREHENTH TO THE BORROWERH AND THE ADMINIHTRATIVE AGENT THAT IT HAH IDENTIFIED IN ITH ADMINIHTRATIVE QUEHTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION...

Page 306
... 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 all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the...

Page 307
..., the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures 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...

Page 308
...shall not apply to the Irish Borrower so long as the Irish Borrower has no material assets or operations. (b) Upon any removal pursuant to paragraph (a) of this Section 9.23, (i) the applicable Removed Borrower shall be released from its obligations with respect to this Agreement and the other Loan...

Page 309
... prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (excluding with respect to any Loan Guarantor, any Excluded Swap Obligations of such Loan Guarantor) and all costs and expenses including, without limitation...

Page 310
...time; and any fees, costs and/or expenses associated with any of the foregoing. Each Loan Guarantor waives any right it may have of first requiring any Guaranteed Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person...

Page 311
... 2006, or section 60 of the Irish Companies Act 1963, or any equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Loan Guarantor. (b) Notwithstanding anything to the contrary in the Credit Agreement, the aggregate obligations and liabilities of any...

Page 312
... or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations). SECTION 10.04 Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives...

Page 313
... Governmental 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...

Page 314
... under applicable law, and no Loan Guarantor nor any other person or entity...receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit...

Page 315
...) held by "Lenders" under the Existing Credit Agreement that are not Lenders under this Agreement and (ii) reallocate Loans such that each Lender's share of outstanding Loans as of the Restatement Third Amendment Effective Date shall be equal to its Applicable Percentage after giving effect to the...

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
... hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely...

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.Ã€ 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
... which provides you with severance benefits if your employment with the Company is terminated before or after a "change in control of the Company" (as defined in Section 2 of the Agreement). Agreement terms are being amended solely to comply with Section 409A of the Internal Revenue Code of 1986, as...

Page 327
... shares of common stock or the combined voting power of the Company's then outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Subsection 2.A(3)(i) of this Agreement shall not be deemed to be a change in control...

Page 328
... which 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...

Page 329
... given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that "Person" shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its...

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
... to the change in control of the Company; (4) The Company's requiring you to be based anywhere located more than 50 miles from the primary office location at which you were based immediately prior to the change in control of the Company, except for required travel on the Company's business to an...

Page 332
... or decree of a court of competent jurisdiction (the time for appeal having expired and no appeal having been perfected), or, if earlier, the last day of the term of this Agreement. This subsection (4) shall apply only if (i) the party receiving the Notice of Termination notifies the other party...

Page 333
... prior to the change in control of 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...

Page 334
...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 you were participating immediately prior to the change in control of...

Page 335
... 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 above...

Page 336
... or under any other plan, program, or policy sponsored by the Company which relate to a change in control of the Company (the "Total Payments") and which are determined by the Company to be subject to excise tax under Section 4999 of the Code (the "Excise Tax"); then the Company shall pay to you an...

Page 337
... duties and for the benefit of the Company, either during the period of your employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which you obtained during...

Page 338
... 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 this restriction, you specifically acknowledge the substantial value to the Company of Confidential Information and...

Page 339
... for the benefit of persons entitled to 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...

Page 340
... delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary...

Page 341
... hereof, kindly 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...

Page 342
... on the earlier of (i) the six-month anniversary of the Closing, or (ii) June 30, 2014 (the "Second Vesting Date"), provided Associate is employed by OfficeMax on that date. The Bonus shall be paid in cash (subject to applicable deductions for income and employment taxes) as soon as possible after...

Page 343
... 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 is (or was within six (6) months prior to Associate's employment termination date) an employee...

Page 344
... 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 set forth herein...

Page 345
... on the earlier of (i) the six-month anniversary of the Closing, or (ii) June 30, 2014 (the "Second Vesting Date"), provided Associate is employed by OfficeMax on that date. The Bonus shall be paid in cash (subject to applicable deductions for income and employment taxes) as soon as possible after...

Page 346
... 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 is (or was within six (6) months prior to Associate's employment termination date) an employee...

Page 347
... 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 set forth...

Page 348
... 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 LLC Office Depot (Netherlands) LLC Office Depot Foreign Holdings GP, LLC Office Depot...

Page 349
... Holdings BV. Guilbert International B.V. Office Depot (Operations) Holdings B.V. Office Depot CoÃ¶peratief W.A. Office Depot Europe B.V. Xtreme Office B.V. OfficeMax New Zealand Limited+ Office Depot Puerto Rico, LLC Australia Austria Belgium Bermuda Bermuda Brazil Brazil Canada (Ontario) Cayman...

Page 350
... 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 SvanstrÃ¶m & Cu AB) Office Depot GmbH Office Depot Holding GmbH Office Depot International (UK) Limited Viking Direct (Holdings) Limited Office Depot UK Limited...

Page 351
... Depot, Inc. and subsidiaries (the "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...

Page 352
... 19 in such consolidated financial statements), appearing in the Annual Report on Form 10-K of mffice Depot, Inc. for the year ended December 28, 2013. /s/ Ma. Isabel Romero Miranda Galaz, Yamazaki, Ruiz Urquiza, h.C. Member of Deloitte Touche Tohmatsu Limited Mexico City, Mexico February 25, 2014...

Page 353
... and report 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...

Page 354
... 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/ STEPHEN E. HARE Name: Stephen E. Hare Title: Executive Vice President and Chief Financial Officer...

Page 355
... Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 10-K of Office Depot, Inc. (the "Company") for the fiscal year ended December 28, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Roland C. Smith, as Chief Executive Officer of the...

Page 356
Exhibit 99 Office Depot de MÃ©xico, 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 MÃ©xico, 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
...Depot de MÃ©xico, S. A. de C. V. and its subsidiaries (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...

Page 359
... consolidated financial statements have been translated into English for the convenience of readers. Galaz, Yamazaki, Ruiz Urquiza, S. C. Member of Deloitte Touche Tohmatsu Limited /s/ C. P. C. Ma. Isabel Romero Miranda February 15, 2013 (November 7, 2013 with respect to Note 17) MÃ©xico City...

Page 360
... Balance Sheets As of July 9, 2013 (Unaudited) and December 31, 2012 (In thousands of Mexican pesos) 09/07/2013 (Unaudited) 31/12/2012 Assets Current assets: Cash and cash equivalents Accounts receivable and recoverable taxes - Net Due from related parties Inventories - Net Prepaid expenses Total...

Page 361
Office Depot de MÃ©xico, 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 MÃ©xico, 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
... of bank borrowings Interest paid Dividends paid Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Effects of exchange rate changes on cash Cash and cash equivalents at beginning of period/year Cash and cash equivalents at end of period/year See...

Page 364
... S. A. de C. V. and Subsidiaries Notes to the Consolidated Financial Statements 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, unless stated otherwise) 1. Nature of business Office Depot de MÃ©xico...

Page 365
... acquisition and leasing of all types of real estate. This company has not initiated operations as of the date of these consolidated financial statements (subsidiary of Centro de Apoyo, S. A. de C. 90.000000% V.), located in Mexico. Stores specializing in the sale of services and office supplies 89...

Page 366
...xico. 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 it...

Page 367
... in all periods. Inflation rates for the period ended July 9, 2013 and for the years ended 2012 and 2011 were 1.30%, 3.57% and 3.82%, respectively. c. Cash and cash equivalents -Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments that a) are...

Page 368
... Years Customer list Non-compete agreement 5 10 i. j. Provisions- Provisions are recognized for current obligations that arise from a past event, that are probable to result in the use of economic resources, and that can be reasonably estimated. Direct employee benefits- Direct employee benefits...

Page 369
... 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 handling costs to its customers; such costs...

Page 370
... 09/07/2013 (Unaudited) 31/12/2012 Trade accounts receivable Allowance for doubtful accounts Sundry debtors Recoverable taxes, mainly value-added tax and income...accounts for the period from January 1, 2013 to July 9, 2013 and for the years ended December 31, 2012 and 2011 are as follows: Balance...

Page 371
...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 list...

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
...discontinued operation) Net cost for the period $ 7,645 1,504 52 I I $ 9,201 $10,913 2,954 208 1,412 (605) $14,882 f. Changes in present value of the defined benefit obligation are as follows: 09/07/2013 (Unaudited) 31/12/2012 Benefit obligation at beginning of year Service cost Interest cost...

Page 374
... 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 following two fiscal years. The balances of the stockholders' equity tax accounts as of...

Page 375
....92 $ 12.98 $ 13.98 13. Transactions and balances with related parties a. Transactions 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 GastronÃ³micos Gigante...

Page 376
... of inventories: Office Depot Asia Holding Limited 23,125 3,867 1,364 3,682 I 40,142 1,161 2,680 15,558 1,957 4,832 38,891 3,088 170 9,687 I 18,899 2,433 954 897 196,739 1,929 I 426,262 I 269,706 b. Balances due from related parties are as follows: 09/07/2013 (Unaudited) 31/12/2012...

Page 377
... tax credits based on cash flows from each year. The respective rate was 17.5%. Based on its financial projections and according to Interpretation of Financial Information Standard ("INIF") 8, Effecns of nhe Business Flan Tax, the Company determined that certain subsidiaries will pay ISR while...

Page 378
... January 1, 2013 to July 9, 2013 and for the years ended December 31, 2012 and 2011 are as follows: Balance at beginning of period Additional charged to expenses Amortization of tax losses Balance at ending of period 2013 2012 2011 93,068 75,587 79,242 As of December 31, the main items that...

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
...August 31, 2005, in an effort to expand operations within Mexico, a sublease agreement with respect to a plot of land was signed between the Company and a third party, under which the Company would sublease the land and build one of its Office Depot stores. After subsequent analysis, in its own best...

Page 381
18. New accounting principles During 2013, the Mexican Board for the Research and Development of Financial Reporting Standards enacted the following NIFs, which go into effect January 1, 2014, although early application is permitted as follows: NIF B-12 Offsetting of Financial Assets and Financial...

Page 382
...07/2013 (Unaudited) 31/12/2012 Property, equipment and leasehold improvements Intangible assets Goodwill Total adjustment $ 394,446 377 $407,875 450 13,897 $ 408,720 13,897 $422,222 U.S. GAAP generally requires the use of the historical cost basis of accounting, except when an entity operates...

Page 383
... obligation Amortization of prior service cost Actuarial gain Benefits paid Benefit obligation at end of year $ (8,501) 46,516 $ Employee benefits 09/07/2013 (Unaudited) Employee benefits 31/12/2012 Components of net periodic cost: Service cost Interest cost Amortization of transition...

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
... 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 their nature...

Page 387
... Deferred income tax Net periodic cost Unrealized foreign exchange loss (gain) Changes in operating assets and liabilities: Accounts receivable and recoverable taxes Due to/from related parties Inventories Trade accounts payable Accrued expenses Accrued taxes Other liabilities Cash flows provided by...

Page 388
...: Borrowings from related party Banks borrowings Repayments to related party Repayments of banks borrowings Dividends paid Net cash used in financing activities Effect of exchange rate changes on cash Cash and cash equivalents: Net increase (decrease) for the year Beginning of period End of the...

Page 389
... ASU offers guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or...

Page 390

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