ODP 10-K Annual Report Dec. 26, 2020 | Alphaminr

ODP 10-K Fiscal year ended Dec. 26, 2020

ODP CORP
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TABLE OF CONTENTS
Note 1. Summary Of Significant Accounting PoliciesNote 2. AcquisitionsNote 3. Merger and Restructuring ActivityNote 4. Revenue RecognitionNote 5. Segment InformationNote 6. Income TaxesNote 7. Earnings (loss) Per ShareNote 8. Property and EquipmentNote 9. Goodwill and Other Intangible AssetsNote 10. Timber Notes/non-recourse DebtNote 11. DebtNote 12. LeasesNote 13. Stockholders EquityNote 14. Stock-based CompensationNote 15. Employee Benefit PlansNote 16. Fair Value MeasurementsNote 17. Commitments and ContingenciesNote 18. Discontinued OperationsNote 19. Quarterly Financial Data (unaudited)Note 20. Subsequent Events

Exhibits

2.1 Agreement and Plan of Merger, dated as of June 30, 2020, by and among Office Depot, Inc., The ODP Corporation, ODP Investment, LLC and Office Depot, LLC (Incorporated by reference from Exhibit 2.1 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 3.1 Amended and Restated Certificate of Incorporation of The ODP Corporation (Incorporated by reference from Exhibit 3.1 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 3.2 Amended and Restated Bylaws of The ODP Corporation (Incorporated by reference from Exhibit 3.2 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 3.3 Certificate of Designations of Series A Junior Participating Preferred Stock of The ODP Corporation (Incorporated by reference from Exhibit 3.3 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 4.1 Specimen Common Stock Certificate of The ODP Corporation (Incorporated by reference from Exhibit 4.2 of The ODP Corporations Current Report on Form 8-K, filed with the SEC on July 1, 2020). 4.2 Description of The ODP Corporations Securities. 4.3 Amended and Restated Rights Agreement, dated June 30, 2020, among The ODP Corporation, Computershare Inc., as Rights Agent, and solely with respect to Section 37 thereof, Office Depot, LLC (Incorporated by reference from Exhibit 4.1 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 10.2 Office Depot, Inc. 2017 Long-Term Incentive Plan (Incorporated by reference from Exhibit 99.1 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.3 Office Depot, Inc. 2015 Long-Term Incentive Plan (Incorporated by reference from Exhibit 99.1 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on June19, 2015).* 10.4 Office Depot, Inc. Corporate Annual Bonus Plan (Incorporated by reference from Exhibit 10.4 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on June22, 2015).* 10.5 Form of Amended and Restated Credit Agreement, dated as of May25, 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 Exhibit 10.1 of Office Depot, Inc.s Quarterly Report on Form 10-Q, filed with the SEC on July26, 2011).** 10.6 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 Exhibit 10.41 of Office Depot, Inc.s Annual Report on Form 10-K, filed with the SEC on February 28, 2012). 10.7 Form of Second Amendment, dated as of March 4, 2013, to the Amended and Restated Credit Agreement dated as of May 25, 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 Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on March 6, 2013). 10.8 Form of Third Amendment, dated as of November 1, 2013, to the Amended and Restated Credit Agreement dated as of May 25, 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 Exhibit 10.57 of Office Depot, Inc.s Annual Report on Form 10-K, filed with the SEC on February 25, 2014). 10.9 Form of Fourth Amendment, dated as of May 1, 2015, to the Amended and Restated Credit Agreement dated as of May 25, 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 March 4, 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 Exhibit 10.1 of Office Depot, Inc.s Quarterly Report on Form 10-Q, filed with the SEC on May 5, 2015). 10.10 Form of Second Amended and Restated Credit Agreement, dated as of May13, 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 Exhibit 10.2 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on May17, 2016). 10.11 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). 10.12 Form of Third Amended and Restated Credit Agreement, dated as of April 17, 2020, among Office Depot, Inc., Grand & Toy Limited/Grand & Toy Limite, CompuCom Canada Co., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders referred to therein (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on April 20, 2020). 10.13 Form of Restricted Stock Award Agreement (Incorporated by reference from Exhibit 99.2 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on June19, 2015).* 10.14 Form of Restricted Stock Agreement (Directors) (Incorporated by reference from Exhibit 99.2 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017)* 10.15 Form of Restricted Stock Unit Agreement (Directors) (Incorporated by reference from Exhibit 99.3 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.16 Form of Restricted Stock Unit Agreement (Executives) (Incorporated by reference from Exhibit 99.4 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.17 Form of AOI Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 99.5 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.18 Form of TSR Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 99.6 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on July20, 2017).* 10.19 Employment Agreement between Office Depot, Inc. and Gerry P. Smith (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on January30, 2017).* 10.20 2017 Non-Qualified Stock Option Award Agreement between Office Depot, Inc. and Gerry P. Smith (Incorporated by reference from Exhibit 10.2 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on January30, 2017).* 10.21 2017 Restricted Stock Unit Award Agreement between Office Depot, Inc. and Gerry P. Smith (Incorporated by reference from Exhibit 10.3 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on January30, 2017).* 10.22 Form of Restricted Stock Unit Award Agreement (Incorporated by reference from Exhibit 99.3 of Office Depot, Inc.s Registration Statement on Form S-8, filed with the SEC on June19, 2015).* 10.23 The Office Depot, Inc. Executive Change in Control Severance Plan effective August 1, 2014 (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on August 7, 2014).* 10.24 Form of Office Depot, Inc. Indemnification Agreement (Incorporated by reference from Exhibit 10.63 of Office Depot, Inc.s Annual Report on Form 10-K, filed with the SEC on February 28, 2018).* 10.25 Form of Restricted Stock Agreement (Directors) (Incorporated by reference from Exhibit 10.2 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on May 8, 2019).* 10.26 Form of Restricted Stock Unit Agreement (Directors) (Incorporated by reference from Exhibit 10.3 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on May 8, 2019).* 10.27 Form of Restricted Stock Unit Agreement (Executives) (Incorporated by reference from Exhibit 10.4 of Office Depot, Inc.s Quarterly Report on Form 8-K, filed with the SEC on May 8, 2019).* 10.28 Form of FCF Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 10.5 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on May 8, 2019).* 10.29 Form of TSR Performance Share Award Agreement (Executives) (Incorporated by reference from Exhibit 10.6 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on May 8, 2019).* 10.30 Letter Agreement between Office Depot, Inc. and Mick Slattery (Incorporated by reference fromExhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on June 25, 2019).* 10.31 Letter Agreement, dated May 14, 2020, between Office Depot, Inc. and D. Anthony Scaglione (Incorporated by reference from Exhibit 10.1 of Office Depot, Inc.s Current Report on Form 8-K, filed with the SEC on June 18, 2020).* 10.32 Amendment to Employment Agreement, dated July 1, 2020, by and between The ODP Corporation, Office Depot, LLC and Gerry P. Smith (Incorporated by reference from Exhibit 10.2 of The ODP Corporations Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2020).* 10.33 Assignment and Assumption Agreement, as of June 30, 2020, by and between The ODP Corporation and Office Depot, LLC (Incorporated by reference from Exhibit 10.1 of The ODP Corporations Form 8-K12B, filed with the SEC on July 1, 2020). 21 List of The ODP Corporations Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer required by Securities and Exchange Commission Rule 13a-14(a) or 15d-14(a) 31.2 Certification of Principal Financial Officer required by Securities and Exchange Commission Rule 13a-14(a) or 15d-14(a). 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002