ODP 10-K Annual Report Dec. 30, 2017 | Alphaminr
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ODP 10-K Fiscal year ended Dec. 30, 2017

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ODP CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryNote 1. Summary Of Significant Accounting PoliciesNote 2. AcquisitionsNote 3. Merger and Restructuring ActivityNote 4. Discontinued OperationsNote 5. Property and EquipmentNote 6. Goodwill and Other Intangible AssetsNote 7. Timber Notes/non-recourse DebtNote 8. DebtNote 9. Income TaxesNote 10. LeasesNote 11. Stockholders EquityNote 12. Stock-based CompensationNote 13. Employee Benefit PlansNote 14. Earnings Per ShareNote 15. Derivative Instruments and Fair Value MeasurementsNote 16. Commitments and ContingenciesNote 17. Segment InformationNote 18. Quarterly Financial Data (unaudited)

Exhibits

2.1 Agreement and Plan of Merger, dated February 20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax Incorporated (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on February22, 2013). 2.2 Stock Purchase and Transaction Agreement by and among Office Depot, Inc., Office Depot Delaware Overseas Finance No.1, LLC, Grupo Gigante S.A.B. de C.V. and Hospitalidad y Servicios Especializados Gigante, S.A. de C.V dated as of June3, 2013 (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on July15, 2013). 2.3 Termination Agreement, dated as of May 16, 2016, by and among Office Depot, Inc., Staples, Inc. and Staples AMS, Inc. (Incorporated by reference from Office Depot Inc.s Current Report on Form8-K,filed with the SEC on May17, 2016). 2.4 Sale and Purchase Agreement Relating to the Transfer of the Partnership Interests in Office Depot (Netherlands) C.V., dated as of November22, 2016, by and among Office Depot Foreign Holdings LP, LLC, Office Depot Foreign Holdings GP, LLC, Office Depot, Inc., Aurelius Rho Invest NL DS B.V. and Aurelius Rho Invest NL Two B.V. (Incorporated by reference from Office Depot Inc.s Current Report on Form8-K,filed with the SEC on January5, 2017). 2.5 Amendment Agreement Relating to the Transfer of the Partnership Interests in Office Depot (Netherlands) C.V., dated as of December31, 2016, by and among Office Depot Foreign Holdings LP, LLC, Office Depot Foreign Holdings GP, LLC, Office Depot, Inc., Aurelius Rho Invest NL DS B.V. and Aurelius Rho Invest NL Two B.V. (Incorporated by reference from Office Depot Inc.s Current Report on Form8-K,filed with the SEC on January5, 2017). 2.6 Agreement and Plan of Merger, dated as of October 3, 2017, by and among Office Depot, Inc., Lincoln Merger Sub One, Inc., Lincoln Merger Sub Two, LLC, THL Portfolio Holdings Corp. and Thomas H. Lee Equity Fund VII, L.P. (solely in its capacity as representative for THL Portfolio Holdings Corp.s stockholders) (Incorporated by reference from Exhibit 2.1 of Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on October 4, 2017). 2.7 Covenant and Release Agreement, dated as of October 3, 2017, by and among Office Depot, Inc., THL Portfolio Holdings Corp., and the other parties thereto (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on October4, 2017). 3.1 Amended and Restated Bylaws of Office Depot, Inc. (Incorporated by reference from Office Depot Inc.s Current Report on Form8-K,filed with the SEC on August2, 2016). 4.2 Indenture, dated as of March14, 2012, relating to the $250 million 9.75% Senior Secured Notes due 2019, among Office Depot, Inc., the Guarantors named therein and U.S. Bank National Association (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on March15, 2012). 4.3 Supplemental Indenture, dated as of February 22, 2013, between Office Depot, Inc., eDepot, LLC, the other Guarantors party thereto and U.S. Bank National Association, relating to the 9.75% Senior Notes due 2019 (Incorporated by reference from Office Depot, Inc.s Annual Report on Form10-K,filed with the SEC on February25, 2014). 4.4 Second Supplemental Indenture, dated as of November 22, 2013, between Office Depot Inc., Mapleby Holdings Merger Corporation, OfficeMax Incorporated, OfficeMax Southern Company, OfficeMax Nevada Company, OfficeMax North America, Inc., Picabo Holdings, Inc., BizMart, Inc., BizMart (Texas), Inc., OfficeMax Corp., OMX, Inc., the other Guarantors party thereto and U.S. Bank National Association, relating to the 9.75% Senior Notes due 2019 (Incorporated by reference from Office Depot, Inc.s Annual Report on Form10-K,filed with the SEC on February25, 2014). 4.5 Form of Notes representing $250 million aggregate principal amount of 9.75% Senior Secured Notes due March15, 2019 (Incorporated by reference from Office Depot, Inc.s Quarterly Report on Form10-Q,filed with the SEC on May 1, 2012). 4.7 Indenture dated as of December 21, 2004 by and between OMX Timber Finance Investments I, LLC, as the Issuer and Wells Fargo Bank Northwest, N.A., as Trustee (Incorporated by reference from OfficeMax Incorporateds Registration StatementNo.333-162866on FormS-1/A,filed with the SEC on December14, 2009). 4.8 Installment Note for $559,500,000 between Boise Land & Timber, L.L.C. (Maker) and Boise Cascade Corporation (now OfficeMax Incorporated) (Initial Holder) dated October 29, 2004 (Incorporated by reference from OfficeMax Incorporateds Quarterly Report on Form10-Q,filed with the SEC on November9, 2004). 4.9 Installment Note for $258,000,000 between Boise Land & Timber, L.L.C. (Maker) and Boise Southern Company (Initial Holder) dated October 29, 2004 (Incorporated by reference from OfficeMax Incorporateds Quarterly Report on Form10-Q,filed with the SEC on November9, 2004). 10.1 Lease Agreement dated November 10, 2006, by and between Office Depot, Inc. and Boca 54 North LLC (Incorporated by reference from Office Depot, Inc.s Annual Report on Form10-K,filed with the SEC on February24, 2009). 10.2 First Amendment to Lease dated July 3, 2007, by and between Office Depot, Inc. and Boca 54 North LLC (Incorporated by reference from Office Depot, Inc.s Annual Report on Form10-K,filed with the SEC on February24, 2009). 10.3 Office Depot, Inc. 2017 Long-Term Incentive Plan (Incorporated by reference from Exhibit 99.1 of Office Depot, Inc.s Registration Statement on FormS-8,filed with the Securities and Exchange Commission on July20, 2017).* 10.4 Office Depot, Inc. 2015 Long-Term Incentive Plan (Incorporated by reference from Office Depot, Inc.s Registration Statement on FormS-8,filed with the SEC on June19, 2015).* 10.5 Office Depot, Inc. 2007 Long-Term Incentive Plan (Incorporated by reference from the respective appendix to the Proxy Statement for Office Depot, Inc.s 2007 Annual Meeting of Shareholders, filed with the SEC on April2, 2007).* 10.6 2008 Office Depot, Inc. Bonus Plan for Executive Management Employees (Incorporated by reference from the respective appendix to the Proxy Statement for Office Depot, Inc.s 2008 Annual Meeting of Shareholders, filed with the SEC on March13, 2008).* 10.7 Office Depot Corporate Annual Bonus Plan (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on June22, 2015). 10.8 Office Depot, Inc. Amended Long-Term Incentive Plan (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on April26, 2010).* 10.9 Office Depot, Inc. Amended Long-Term Equity Incentive Plan, as revised and amended effective April21, 2010 (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on April26, 2010).* 10.10 First Amendment to the Office Depot, Inc. 2007 Long-Term Incentive Plan (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on April25, 2011).* 10.11 Form of Amended and Restated Credit Agreement, dated as of May 25, 2011, among Office Depot, Inc. and certain of its European subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, JPMorgan Chase Bank N.A., London Branch, as European Administrative and European Collateral Agent, and the other lenders referred to therein (Incorporated by reference from Office Depot, Inc.s Quarterly Report on Form10-Q,filed with the SEC on July26, 2011).** 10.12 Form of Second Amended and Restated Credit Agreement, dated as of May 13, 2016, among Office Depot, Inc. and certain of its European subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, JPMorgan Chase Bank N.A., London Branch, as European Administrative and European Collateral Agent, and the other lenders referred to therein (Incorporated by reference from Office Depot Inc.s Current Report on Form8-K,filed with the SEC on May17, 2016). 10.13 Form of Second Amendment, dated as of November 6, 2017, to Second Amended and Restated Credit Agreement dated as of May 13, 2016, by and among Office Depot, Inc., certain of its subsidiaries as guarantors, the several banks and other institutions parties thereto as Lenders, JPMorgan Chase Bank, N.A., London Branch, as European administrative agent and European collateral agent, JPMorgan Chase Bank, N.A., as administrative agent and US collateral agent, Wells Fargo Bank, National Association and Bank of America, N.A., as syndication agents, and US Bank National Association, Fifth Third Bank, Sun Trust Bank and NYCB Specialty Finance Company, LLC as documentation agents (Incorporated by reference from Exhibit 10.2 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on November9, 2017). 10.14 Form of Credit Agreement, dated as of November 8, 2017, by and among Office Depot, Inc., as borrower, the loan parties party thereto, the lenders party thereto, Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent, and the other financial institutions party thereto (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on November9, 2017). 10.15 First Amendment, dated February 24, 2012, to the Amended and Restated Credit Agreement, dated as of May 25, 2011, among Office Depot, Inc. and certain of its European subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, JPMorgan Chase Bank N.A., London Branch, as European Administrative and European Collateral Agent, and the other lenders referred to therein (Incorporated by reference from Office Depot, Inc.s Annual Report on Form10-K,filed with the SEC on February28, 2012). 10.16 Form of Restricted Stock Awards for Executives (time vested) (Incorporated by reference from Office Depot, Inc.s Quarterly Report on Form10-Q,filed with the SEC on May1, 2012).* 10.17 Form of Restricted Stock Award for Executives (performance/time vested) (Incorporated by reference from Office Depot, Inc.s Quarterly Report on Form10-Q,filed with the SEC on May1, 2012).* 10.18 Form of Restricted Stock Award Agreement (Incorporated by reference from Office Depot, Inc.s Registration Statement on FormS-8,filed with the SEC on June19, 2015).* 10.19 Form of Restricted Stock Agreement (Directors) (Incorporated by reference from Exhibit 99.2 of Office Depot, Inc.s Registration Statement on FormS-8,filed with the Securities and Exchange Commission on July20, 2017)* 10.20 Form of Restricted Stock Unit Agreement (Directors) (Incorporated by reference from Exhibit 99.3 of Office Depot, Inc.s Registration Statement on FormS-8,filed with the Securities and Exchange Commission on July20, 2017).* 10.21 Form of Restricted Stock Unit Agreement (Executives) (Incorporated by reference from Exhibit 99.4 of Office Depot, Inc.s Registration Statement on FormS-8,filed with the Securities and Exchange Commission on July20, 2017).* 10.22 Form of AOI Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 99.5 of Office Depot, Inc.s Registration Statement on FormS-8,filed with the Securities and Exchange Commission on July20, 2017).* 10.23 Form of TSR Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 99.6 of Office Depot, Inc.s Registration Statement on FormS-8,filed with the Securities and Exchange Commission on July20, 2017).* 10.24 Financing Agreement by and between Office Depot BS and ABN AMRO Commercial Finance, dated September24, 2012 (Incorporated by reference from Office Depot Inc.s Annual Report on Form10-K,filed with the SEC on February20, 2013). 10.25 Amendment No. 1 to Financing Agreement by and between Office Depot BS and ABN AMRO Commercial Finance, dated September 24, 2012 (Incorporated by reference from Office Depot Inc.s Annual Report on Form10-K,filed with the SEC on February20, 2013). 10.26 Letter Agreement between the Company and Stephen E. Hare (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on December5, 2013).* 10.27 2013Non-QualifiedStock Option Award Agreement between the Company and Stephen E. Hare (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on December5, 2013).* 10.28 2013 Restricted Stock Unit Award Agreement between the Company and Stephen E. Hare (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on December5, 2013).* 10.29 2013 Performance Share Award Agreement between the Company and Stephen E. Hare (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on December5, 2013).* 10.30 Employment Agreement between the Company and Roland C. Smith (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on November18, 2013).* 10.31 First Amendment to Employment Agreement between the Company and Roland C. Smith (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on August22, 2016).* 10.35 2013Non-QualifiedStock Option Award Agreement between the Company and Roland C. Smith (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on November18, 2013).* 10.36 2013 Restricted Stock Unit Award Agreement between the Company and Roland C. Smith (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on November18, 2013).* 10.37 Employment Agreement between the Company and Gerry P. Smith (Incorporated by reference from Office Depot Inc.s Current Report on Form8-K,filed with the SEC on January30, 2017).* 10.38 2017Non-QualifiedStock Option Award Agreement between the Company and Gerry P. Smith (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on January30, 2017).* 10.39 2017 Restricted Stock Unit Award Agreement between the Company and Gerry P. Smith (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on January30, 2017).* 10.40 Form of Restricted Stock Unit Award Agreement (Incorporated by reference from Office Depot, Inc.s Registration Statement on FormS-8,filed with the SEC on June19, 2015). 10.41 2013 Performance Share Award Agreement between the Company and Roland C. Smith (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on November18, 2013).* 10.46 Office Depot Omnibus Amendment to Outstanding Equity and Long-Term Incentive Awards (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on February26, 2013).* 10.47 Office Depot Omnibus Amendment to 2013, 2014, 2015 and 2016 Long-Term Incentive Awards (Incorporated by reference from Office Depot, Inc.s Annual Report on Form10-K/A,filed with the SEC on April26, 2017).* 10.48 Office Depot Second Omnibus Amendment to 2016 Long-Term Incentive Awards. (Incorporated by reference from Office Depot, Inc.s Annual Report on Form 10-K/A, filed with the SEC on April26, 2017).* 10.49 Form of Second Amendment, dated as of March 4, 2013, to the Amended and Restated Credit Agreement dated as of May25, 2011, as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 24, 2012, among Office Depot, Inc., and certain of its European subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, JPMorgan Chase Bank N.A., London Branch, as European Administrative and European Collateral Agent, and the other lenders referred to therein (Incorporated by reference from Office Depot, Inc.s Current Report on Form8-K,filed with the SEC on March6, 2013). 10.50 Form of Third Amendment, dated as of November 5, 2013, to the Amended and Restated Credit Agreement dated as of May25, 2011, as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 24, 2012 and the Second Amendment to the Amended and Restated Credit Agreement, dated as of March 4, 2013, among Office Depot, Inc., and certain of its European subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, JPMorgan Chase Bank N.A., London Branch, as European Administrative and European Collateral Agent, and the other lenders referred to therein (Incorporated by reference from Office Depot, Inc.s Annual Report on Form10-K,filed with the SEC on February25, 2014). 10.51 Form of Fourth Amendment, dated as of May 1, 2015, to the Amended and Restated Credit Agreement dated as of May25, 2011, as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 24, 2012, the Second Amendment to the Amended and Restated Credit Agreement, dated as of March4, 2013 and the Third Amendment to the Amended and Restated Credit Agreement, dated as of November 1, 2013, among Office Depot, Inc., and certain of its European subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, JPMorgan Chase Bank N.A., London Branch, as European Administrative and European Collateral Agent, and the other lenders referred to therein (Incorporated by reference from Office Depot, Incs Quarterly Report on Form10-Q,filed with the SEC on May5, 2015). 10.52 Second Amendment to 2013 Performance Share Award Agreement between Office Depot, Inc. and Roland C. Smith (Incorporated by reference from Office Depots Quarterly Report on Form10-Q,filed with the SEC on May6, 2014). 10.53 Form of Agreement For Cash Settled Short-Term Performance Award For Executive Officers (Incorporated by reference from Office Depot Inc.s Quarterly Report on Form10-Q,filed with the SEC on August4, 2015.) 10.54 Award Agreement for 2014 Cash-Settled Performance Award between Office Depot, Inc. and Roland C. Smith (Incorporated by reference from Office Depots Quarterly Report on Form10-Q,filed with the SEC on May6, 2014). 10.55 Second Amendment to 2013 Performance Share Award Agreement between Office Depot, Inc. and Stephen E. Hare (Incorporated by reference from Office Depots Quarterly Report on Form10-Q,filed with the SEC on May6, 2014). 10.56 Form of 2014 Restricted Stock Award Agreement (Incorporated by reference from Office Depots Quarterly Report on Form10-Q,filed with the SEC on May6, 2014). 10.57 Form of 2014 Performance Share Award Agreement (Incorporated by reference from Office Depots Quarterly Report on Form10-Q,filed with the SEC on May6, 2014). 10.58 Second Amendment to the Office Depot, Inc. 2007 Long-Term Incentive Plan (Incorporated by reference from Office Depots Quarterly Report on Form10-Q,filed with the SEC on May6, 2014). 10.59 Letter Agreement between Office Depot, Inc. and Joseph T. Lower dated December 29, 2017 (Incorporated by reference from Office Depots Current Report on Form8-K,filed with the SEC on January4, 2018). 10.60 The Office Depot, Inc. Executive Change in Control Severance Plan effective August 1, 2014 (Incorporated by reference from Office Depots Current Report on Form8-K,filed with the SEC on August7, 2014). 10.61 Securityholders Agreement among Boise Cascade Corporation (now OfficeMax Incorporated), Forest Products Holdings, L.L.C., and Boise Cascade Holdings, L.L.C., dated October29, 2004 (Incorporated by reference from OfficeMax Incorporateds Quarterly Report on Form10-Q,filed with the SEC on November9, 2004). 10.62 Fourth Amended and Restated Operating Agreement of Boise Cascade Holdings, L.L.C. (Incorporated by reference from OfficeMax Incorporateds Current Report on Form 8-K, filed with the SEC on March4, 2013). 10.63 Form of Office Depot Inc. Indemnification Agreement. 21 List of Office Depot, Inc.s Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of CEO required by Securities and Exchange Commission Rule13a-14(a)or15d-14(a) 31.2 Certification of CFO required by Securities and Exchange Commission Rule13a-14(a)or15d-14(a) 32 Certification of CEO and CFO Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002