Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
For annual reports of employee stock purchase,
savings and similar
plans pursuant to section 15(d) of the
Securities Exchange Act of 1934
(Mark
one)
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x
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Annual Report Pursuant to
Section 15(d) of the Securities Exchange Act of 1934
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For
the fiscal year ended December 31, 2008
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Or
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o
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Transition Report Pursuant to
Section 15(d) of the Securities Exchange Act of 1934
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For
the transition period from
to
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Commission File Number 1-5057
A.
Full title of
the plan and the address of the plan, if different from that of the issuer
named below:
OFFICEMAX
SAVINGS PLAN
B.
Name of the
issuer of the securities held pursuant to the plan and the address of its
principal executive office:
OFFICEMAX INCORPORATED
263 Shuman Boulevard
Naperville, IL 60563
Table of
Contents
OFFICEMAX
SAVINGS PLAN
Financial
Statements and Supplemental Schedules
(With
Report of Independent Registered Public Accounting Firm)
December 31,
2008
TABLE OF CONTENTS
All other schedules required by Section 2520.103-10
of the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, as
amended, have been omitted because they are not applicable.
2
Table
of Contents
Report of Independent Registered Public Accounting
Firm
The
Board of Directors and the Retirement Committee of OfficeMax Incorporated and
the Plan Administrator of the OfficeMax Savings Plan:
We
have audited the accompanying statements of net assets available for benefits
of the OfficeMax Savings Plan (the Plan) as of December 31, 2008 and
2007, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2008. These financial statements are the
responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of December 31,
2008 and 2007, and the changes in net assets available for benefits for the
year ended December 31, 2008 in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming
an opinion on the basic financial statements taken as a whole. The supplemental
schedules of schedule H, line 4i - schedule of assets (held at end of
year) as of December 31, 2008 and schedule H, line 4j schedule of
reportable transactions for the year ended December 31, 2008 are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labors Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plans management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG LLP
Chicago, Illinois
June 29, 2009
3
Table
of Contents
OFFICEMAX
SAVINGS PLAN
Statements
of Net Assets Available for Benefits
December 31,
2008 and 2007
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2008
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2007
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Investments, at fair value:
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Common collective fund
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$
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174,786,264
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$
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189,116,823
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Registered investment companies
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151,297,560
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236,442,644
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Self-directed investment accounts
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10,412,291
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20,306,948
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OfficeMax common stock fund
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4,579,486
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9,707,494
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OfficeMax ESOP fund
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43,937,858
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51,575,111
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Total investments at fair value
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385,013,459
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507,149,020
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Participant loans
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6,436,007
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7,269,036
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Receivables:
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Participant contributions
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1,427
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0
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Employer contributions
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451
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255,671
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Total receivables
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1,878
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255,671
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Liabilities
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(15,084
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0
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Net assets available for benefits, before adjustment
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391,436,260
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514,673,727
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Adjustment from fair value to contract value for
interest in a common collective fund relating to fully benefit-responsive
contracts
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2,376,775
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52,634
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Net assets available for benefits
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$
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393,813,035
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$
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514,726,361
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See
accompanying notes to financial statements.
4
Table of Contents
OFFICEMAX
SAVINGS
PLAN
Statement of Changes in Net
Assets Available for Benefits
Year ended December 31, 2008
Additions:
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Investment income, excluding net depreciation and realized
losses from investments sold:
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Interest income
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$
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7,525,294
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Dividend income
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8,629,427
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Interest on participant loans
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367,351
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Contributions:
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Employer, net of forfeitures
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8,708,052
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Participant, including rollovers
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23,466,664
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Other additions
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25,119
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Total additions
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48,721,907
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Deductions:
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Net losses from investments sold-self-directed
investment accounts
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2,817,757
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Net losses from investments sold-other
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4,213,573
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Net depreciation in fair value of investments-self-directed
investment accounts
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20,696,559
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Net depreciation in fair value of investments-other
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64,502,124
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Participant withdrawals
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76,740,546
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Administrative expenses
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664,674
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Total deductions
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169,635,233
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Net change
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(120,913,326
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Beginning balance per Statement of Net Assets Available
for Benefits
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514,726,361
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Ending balance per Statement of Net Assets Available
for Benefits
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393,813,035
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Net change
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$
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(120,913,326
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See
accompanying notes to financial statements.
5
Table of Contents
OFFICEMAX
SAVINGS PLAN
Notes to Financial
Statements
December 31, 2008
(1)
Description of Plan
The following brief description of the OfficeMax
Savings Plan (Plan) is provided for general information purposes only.
Participants should refer to the Summary Plan Description and to the plan
document for more complete information.
(a)
General
On December 31,
2004, OfficeMax Incorporated (the Company) merged the Boise Cascade Qualified
Employee Savings Trust (QUEST), the Boise Cascade Corporation Retirement
Savings Plan (RSP), and the OfficeMax, Inc. Savings Plan into the Boise
Cascade Corporation Savings and Supplemental Retirement Plan (SSRP). This left
the Company with one consolidated savings plan. Effective January 1, 2005,
the resulting combined plan was renamed the OfficeMax Savings Plan.
The Plan is a defined
contribution plan containing a cash or deferred arrangement as described in Section 401(k) of
the Internal Revenue Code of 1986 (Code) which, subject to minimum age and
hours requirements, covers all eligible employees of the Company, including
employees who had formerly participated in the OfficeMax, Inc. Savings
Plan, RSP, or QUEST. The Plan is subject to provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is intended to be an individual
account plan in accordance with Section 404(c) of ERISA and is
intended to satisfy the requirements of Department of Labor Regulation
§2550.404c-1.
The
Plan is administered by the Company. Effective April 1, 2009, Vanguard
Fiduciary Trust Company
(VFTC)
replaced State Street as the Plan trustee and Vanguard
Group, Inc. (Vanguard) replaced Citistreet as record keeper, respectively.
The Plan is part of a bundled service arrangement through Vanguard with various
investment options.
(b)
Participant Contributions
Participants not
identified as highly compensated individuals may contribute to the Plan, in
whole percentages, 1% to 50% of their eligible compensation except that Puerto
Rican participants may contribute 1% to 10% of eligible compensation.
Contributions may only be made on a before-tax basis.
Contributions by highly
compensated participants who have been classified as such for two or more
consecutive years are restricted to 3% of eligible compensation. Contributions
by highly compensated participants who have been classified as such for only
one year are restricted to 7% of eligible compensation.
As of January 1,
2008, any Puerto Rican participant who takes a hardship distribution from the
Plan, and who would otherwise be eligible to contribute to the Plan, may not
contribute to the Plan for a period of twelve months after such distribution.
(c)
Company Match
During 2008, the Company
had a company match and the participants were eligible to receive Company
matching contributions in the form of cash in the amount of $0.50 for every
dollar contributed up to the first 6% of eligible earnings.
During 2009, the Plan was
amended to suspend Company matching contributions under the Plan effective as
of the first paychecks issued after March 6, 2009. After March 6,
2009, matching contributions may be made at the sole discretion of the Company.
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Table of Contents
(d)
Participant Accounts
Each participants
account is credited with the participants contributions, the Company match, if
any, and an allocation of Plan earnings and expenses based upon the relative
account balances and investment funds in which the participants account is
invested. The benefit to which a participant is entitled upon retirement or
termination of employment is the amount of the participants vested account
balance.
(e)
Vesting
A participants Before
Tax Contribution Account, After Tax Contribution Account (if applicable to the
extent the participant was able to make such contributions under a predecessor
plan prior to January 1, 2005), and Rollover Contribution Account, each
defined under the Plan, are always 100% vested and non-forfeitable.
For participants who are
hired on or after January 1, 2005, a participants Employer Account,
defined in the Plan, and which contains any Company matching funds received by
the participant, shall be 100% vested
and non-forfeitable upon the earliest of: attaining age 65; completing three
years of service with the Company; or
death while employed by the Company.
For participants who
began participating in the Plan prior to January 1, 2005, a participants
Employer Account is 100% vested.
(f)
Forfeitures
Upon a participants
termination of employment, amounts not fully vested are forfeited upon the
earlier of the date the terminated participant takes a distribution or
experiences a one-year break in service. However, if the participant is
reemployed prior to incurring five consecutive one-year breaks in service, such
forfeiture shall be restored, without interest. Forfeited amounts may be used
to reduce the amount of current Company contributions to the Plan, to restore
forfeitures to eligible participants upon their reemployment or to pay
administrative expenses of the Plan. During 2008, forfeitures totaled approximately
$340,000.
(g)
Investment Options
Beginning
April 1, 2008, participants may direct their contributions to any of the
following investment options. Vanguard is the investment manager for each of
these funds except for the OfficeMax Common Stock Fund and the VBO Vanguard
Brokerage Option.
Vanguard 500 Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total International Stock Index Fund
Vanguard Target Retirement Income Fund
Vanguard Target Retirement Fund 2005
Vanguard Target Retirement Fund 2010
Vanguard Target Retirement Fund 2015
Vanguard Target Retirement Fund 2020
Vanguard Target Retirement Fund 2025
Vanguard Target Retirement Fund 2030
Vanguard Target Retirement Fund 2035
Vanguard Target Retirement Fund 2040
Vanguard Target Retirement Fund 2045
Vanguard Target Retirement Fund 2050
Vanguard Retirement Savings Trust V
Vanguard REIT Index Fund
OfficeMax Common Stock Fund
VBO Vanguard Brokerage Option
Investments in these
funds include corporate debt and equity securities; interests in pooled or
collective investment funds; mutual funds; interest rate contracts with banks,
insurance companies, and corporations; and government obligations. The Plan
also offers a brokerage option. This option affords more flexibility in
choosing retirement savings investments by allowing participants, at their
discretion, to invest in New York Stock Exchange, American Stock Exchange, and
NASDAQ listed stock, most corporate and government bonds, and mutual funds from
other fund
7
Table of Contents
families. Investments
will be made in accordance with guidelines in the plan document; the Trust
Agreement between VFTC, as trustee, and the Company; and in accordance with
investment policies established by the Company.
The Company sends
participant contributions to the trustee as soon as administratively feasible
and the trustee invests participants contributions, and earnings thereon,
among the investment funds as directed by each participant.
Participants have the
right to change the amount of their contributions, the investment funds in
which contributions are invested, and to transfer existing account balances
among the Plans investment funds on a daily basis with some restrictions.
Prior
to April 1, 2008, participants were able to direct their contributions to
any of the following investment options. The investment manager for each fund
is listed below.
Fund
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Investment Manager(s)
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Conservative
Asset Allocation Fund
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State
Street Global Advisors (SSGA)
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Moderate
Asset Allocation Fund
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State
Street Global Advisors
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Aggressive
Asset Allocation Fund
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State
Street Global Advisors
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Stable
Value Fund
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INVESCO
Institutional (N.A.), Inc. (INVESCO)
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Bond
Market Index Fund
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State
Street Global Advisors
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S&P
500 Index Fund
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State
Street Global Advisors
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Mid/Small
Cap Index Fund
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State
Street Global Advisors
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International
Equity Index Fund
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State
Street Global Advisors
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Real
Estate Index Fund
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State
Street Global Advisors
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OfficeMax
Common Stock Fund
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Not
applicable
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Self
Managed Account (brokerage option)
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Not
applicable
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(h)
Participant Loans
Beginning January 1,
2005, a participant may borrow the lesser of (1) $50,000 reduced by the
highest outstanding loan balance during the previous 12 months, or (2) 50%
of his or her vested account balance in all contribution accounts not invested
in the brokerage option account, with a minimum loan amount of $1,000. For
years prior to 2005, a participant could borrow the lesser of (1) $50,000
reduced by the highest outstanding loan balance during the previous
12 months, (2) 50% of his or her combined balance in the before-tax
account, rollover account, and vested Company contribution account, or (3) the
total market value of the participants before-tax, after-tax and rollover
account balances not invested in the brokerage option account, with a minimum
loan amount of $1,000. However, for participants in the OfficeMax, Inc.
Savings Plan for years prior to 2005,
participants could borrow from their investment fund accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or one-half of the
current value of their vested account balance.
Beginning January 1,
2005, new loans are repayable over a maximum of five years. Loans issued prior
to January 1, 2005, are repayable through payroll deductions over periods
ranging from one to ten years, except that loans issued from the OfficeMax, Inc.
Savings Plan have a maximum term of five years.
As of January 1,
2005, the participant loan rate for all new loans is equal to the Prime Rate
plus 1% and set once a month. For participant loans prior to January 1,
2005, the plan administrator determined the interest rate, which was based on
prevailing market conditions and fixed over the life of the loan. However, for
participant loans in the OfficeMax, Inc. Savings Plan prior to January 1,
2005, the interest rate on participant loans was equal to the Prime Rate
published in the Wall Street Journal on the first day of the calendar quarter
in which the loan was effective plus 1%. Interest rates on loans outstanding in
the Plan at December 31, 2008 ranged from 4.0% to 9.25%. Interest rates on
loans outstanding in the Plan at December 31, 2007 ranged from 4.0% to
9.5%.
Participant loans are
valued at amortized cost, which approximates fair value.
(i)
ESOP Fund
The
ESOP is a financial component added to the Plan in 1989 to facilitate the
Companys matching contributions for certain participants described below. The
ESOP fund consists of Company matching contributions as described below; employees
cannot invest any other contributions in the ESOP fund component.
8
Table of Contents
On
July 10, 1989, the plan trustee acquired 6,745,347 shares of OfficeMax
Incorporated (formerly Boise Cascade Corporation) Series D Convertible
Preferred Stock (Preferred Stock) for $303,541,000 using proceeds from loans
made or guaranteed by the Company. Shares of Preferred Stock were allocated to
certain participants accounts in accordance with the terms of the ESOP
component. Matching allocations were made to eligible participants ESOP
accounts equal in value at the time made in 2004, for employee participants not
in the contract office supply business, at a rate of 70% of the participants
contributions to the Plan, up to the first 6% of the participants eligible
compensation, and at a rate of 50% for employee participants in the contract
office supply business, up to the first 6% of the participants eligible
compensation. The Company made cash contributions to the ESOP component of the
Plan through 2004 which, when aggregated with dividends paid on the Companys Series D
Convertible Preferred Stock (Preferred Stock) held in the ESOP component,
equaled the amount necessary to enable the trustee to make its regularly
scheduled payments of principal and interest due on the term loan, proceeds of
which were used by the trustee to acquire the Preferred Stock. The final loan
payment was made on June 28, 2004, resulting in no further contributions
of this kind being made to the Plan. However, the Company contributed
additional cash to settle retired shares for a short period in late 2003 and
early 2004. This allowed the retired shares to stay in the ESOP component and
be reissued for use as Company match. The purpose of making the additional
contributions was to make certain that there were enough shares available to
allocate for Company match through the end of 2004. A small balance of 85,019 recycled
shares remained in the ESOP component to be allocated at December 31,
2004, and was used for Company match in 2005. The matching rate for all
participants in 2005 was 50%, up to the first 6% of the participants eligible
compensation. Since the shares ran out on September 23, 2005, the Company
match has been made in cash.
The
Preferred Stock had an issue price of $45 per share, can be converted by the
Plans trustee at any time into Common Stock at a conversion ratio of .80357
share of Common Stock for each share of Preferred Stock, and pays an annual
dividend, in semiannual installments, of $3.31875 per share. Subject to certain
restrictions prior to June 28, 1993, and at any time thereafter, the
Company can redeem the Preferred Stock. The Preferred Stock may not be redeemed
for less than the $45 per share liquidation preference. At December 31,
2008 and December 31, 2007, the Preferred Stock was valued at $45 per
share, which represents the minimum amount at which it can be redeemed.
For participants hired on
or before October 31, 2003 (except participants formerly in QUEST, RSP or
the OfficeMax, Inc. Savings Plan who were merged into the SSRP on December 31,
2004), the Company matched eligible participant contributions by allocating
shares of Preferred Stock from the Employee Stock Ownership Plan (ESOP)
component of the Plan to the participants account . The Company made cash
contributions to the ESOP component of the Plan through 2004 which, when
aggregated with dividends paid on the Companys Series D Convertible
Preferred Stock (Preferred Stock) held in the ESOP component, equaled the
amount necessary to enable the trustee to make its regularly scheduled payments
of principal and interest due on the term loan, proceeds of which were used by
the trustee to acquire the Preferred Stock. The final loan payment was made on June 28,
2004, resulting in no further contributions of this kind being made to the
Plan.
Holders of preferred
stock in the ESOP fund are entitled to vote on all matters submitted to a vote
of the stockholders of the Company, voting together with the holders of Common
Stock as one class. Participants invested in the ESOP Fund shall be entitled to
one vote for each share of Preferred Stock allocated to them based on the
amount of their investment in the ESOP fund.
From January 1, 2008
to December 31, 2008, a participant could diversify sixty-six percent of
the participants investment in the ESOP Fund. Beginning January 1, 2009,
a participant may diversify any portion of the participants investment in the
ESOP Fund.
(j)
Distributions
On termination of
employment, where an account balance is greater than $1,000, a participant may
elect to receive either a lump-sum amount equal to the value of the participants
vested interest in his or her account, or partial withdrawals or payments over
varying periods, or may elect to defer distribution completely. On termination
of employment, where an account balance is $1,000 or less, a participant will
receive a lump-sum amount equal to the value of the participants vested
interest in his or her account. The $1,000 limit was $5,000 prior to March 28,
2005.
A participant may elect
to receive proceeds of a withdrawal from the ESOP or Common Stock Funds in cash
or in whole shares of Company common stock. Any fractional shares shall be
distributed in cash.
(2)
Summary of Accounting Policies
The
Plan follows the significant accounting policies listed below:
9
Table of Contents
(a)
Basis of Accounting
The
financial statements of the Plan are prepared on the accrual method of
accounting.
As described in Financial
Accounting Standards Board Staff Position FSP AAG INV-1 and Statement of
Position No. 94-4-1,
Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans
(the FSP), investment contracts held
by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for benefits
of a defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the
Plan. As required by the FSP, the
statements of net assets available for benefits present the fair value of the
investment contracts as well as the adjustment of the fully benefit-
responsive
investment contracts from fair value to contract value. The statement of
changes in net assets available for benefits is prepared on a contract value
basis.
(b)
Use
of Estimates
The preparation of
financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of changes in net assets available for benefits during the
reporting period. Actual results could differ from those estimates.
(c)
Investment Valuation and
Income Recognition
Investments are reported
at fair value. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. See Note 7, Fair Value Measurements, for
a discussion of the fair value measurement of Plan investments.
Net gains (losses) from
investments sold and net appreciation (depreciation) in fair value of
investment are reflected in the statement of changes in net assets available
for benefits and includes realized gains and losses on investments bought and
sold and the change in appreciation from one period to the next, respectively.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income. Acquisition
costs are included in the cost of investments purchased, and sales are recorded
net of selling expenses.
(d)
Payment of Benefits
Benefit payments to
participants are recorded upon distribution.
(e)
Expenses
The Plan provides that
all expenses of administration of the Plan shall be paid out of the assets of
the Plan, except for those administration expenses paid by the Company.
Substantially all expenses of administration of the Plan are paid by the Plan.
Investment management fees and expenses incident to the purchase and sale of
securities incurred by the investment funds of the Plan are paid from the
assets of the fund to which they relate.
(f)
Rollovers from Other Plans
During the plan
year ended December 31, 2008, certain participants transferred their
account balances from other tax-qualified profit sharing/401(k) plans
sponsored by previous employers into the Plan. These rollover contributions
totaled $1,170,052.
10
Table of Contents
(g)
New
Accounting
Standards
In September 2006,
Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (SFAS 157), was issued and is effective for fiscal years
beginning after November 15, 2007. SFAS 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. SFAS 157 was effective for fiscal years beginning
after November 15, 2007 for financial assets and liabilities, as well as
for any other assets and liabilities that are carried at fair value on a
recurring basis in the financial statements. Effective January 1, 2008,
the Company adopted the provisions of SFAS 157 which did not have a
material impact on the Statement of Net Assets Available for Benefits or the
Statement of Changes in Net Assets Available for Benefits. See Note 7, Fair
Value Measurements for information and related disclosures regarding fair value
measurements.
(h)
Risk and Uncertainties
The Plan offers a number
of investment options including the OfficeMax Common Stock Fund and a variety
of pooled or collective investment funds. The investment funds include U.S.
equities, international equities, and fixed income securities. Investment
securities, in general, are exposed to various risks, such as interest rate,
credit, and overall market volatility risk. Due to the level of risk associated
with certain investment securities, it is reasonable to expect that changes in
the values of investment securities will occur in the near term and that such
changes could materially affect participant account balances.
The
Plans exposure to a concentration of credit risk is limited by the
diversification of investments across several participant-directed fund
elections (see note 1). Additionally, the investments within each
participant-directed fund election are further diversified into varied
financial instruments, with the exception of the ESOP and OfficeMax Common Stock
Funds, which invest in securities of a single issuer. As of December 31,
2008, the Plans total investment in OfficeMax Common Stock is $4,579,486.
(i)
Reclassifications
Certain
amounts included in the prior year financial statements have been reclassified
to conform with the current year presentation.
(3)
Related Party Transactions
The Plan invests in shares of registered investment
companies managed by an affiliate of VFTC, and, prior to April 1, 2008,
invested in shares of registered investment companies managed by an affiliate
of State Street. As VFTC and State Street acted as trustee for Plan investments,
transactions in such investments qualify as permitted party-in-interest
transactions (as defined by ERISA) which are exempt from the prohibited
transaction rules. OfficeMax as the plan sponsor is also a related party. Plan
investments in OfficeMax common and preferred stock are permitted
party-in-interest transactions. Participant loans are also permitted
party-in-interest transactions.
(4)
Plan Termination
While
the Company has not expressed any intention to do so, it has the right to
terminate the Plan at any time. In the event of Plan termination, participants
will become fully vested in their accounts.
(5)
Nonparticipant-directed
Investments
Only investments in the
ESOP Fund are nonparticipant-directed investments. Information about the net
assets and the significant components of the changes in net assets relating to
the nonparticipant-directed investments is as follows:
|
|
December 31,
|
|
|
|
2008
|
|
2007
|
|
Net assets:
|
|
|
|
|
|
OfficeMax ESOP Fund
|
|
$
|
43,937,858
|
|
$
|
51,575,111
|
|
|
|
|
|
|
|
|
|
11
Table of Contents
|
|
|
|
Year
Ended
December 31,
2008
|
|
Change in net assets:
|
|
|
|
|
|
Dividend income
|
|
|
|
$
|
3,491,661
|
|
Transfers
|
|
|
|
(4,851,382
|
)
|
Participant withdrawals
|
|
|
|
(6,277,532
|
)
|
|
|
|
|
$
|
(7,637,253
|
)
|
(6)
Income
Tax Status
The
Plan obtained its latest determination letter on August 18, 2003, wherein
the Internal Revenue Service stated the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since filing for the determination letter. However, the
Company believes that the Plan, as modified, continues to be in compliance with
the applicable requirements of the Internal Revenue Code. Therefore, the
Company believes that the Plan was qualified and the related Trust was tax
exempt as of the financial statement date.
The
Plan covers participants who are Puerto Rican residents. As such, a separate
determination letter application must be made to the Puerto Rican Hacienda
(Puerto Rican equivalent of the United States Internal Revenue Service) for
qualification under the Puerto Rican Internal Revenue Code. The Plans
application for a favorable determination letter to the Puerto Rican Hacienda
was in process by outside counsel as of the end of the plan year and was
completed in 2009. The Plan was found to have been in compliance with the
applicable requirements of the Puerto Rican Hacienda and, therefore, qualified as
tax exempt as of the financial statement date.
(7)
Fair
Value Measurements
The Plans investments are stated at fair value. The following methods
and assumptions were used to estimate the fair value of each class of financial
instruments:
Common collective fund:
The Vanguard Retirement Savings Trust is a public
investment vehicle valued using the net asset value (NAV) provided by Vanguard,
the administrator of the fund. The NAV
is based on the value of the assets owned by the fund, less liabilities at
year-end. While the underlying assets
are actively traded on an exchange, the fund is not.
Fully benefit-responsive investment contracts:
Valued at fair value by discounting the related cash
flows based on current yields of similar instruments with comparable durations
considering the credit worthiness of the issuer. See Note 9, Vanguard
Retirement Savings Trust (Stable Value Fund), for further discussion of fully
benefit-responsive investment contracts.
Shares of registered investment companies:
Valued at quoted market prices which
represent the net asset value of shares held by the Plan at year-end.
Company common stock held by the Plan:
Valued at its year-end unit closing price (comprised of year-end market
price plus uninvested cash position.)
Series D Preferred Stock held by the ESOP
component of the Plan
: Valued at $45 per share, based
on a third party appraisal, which considered the dividend yield, liquidation
preference, conversion feature and other terms of the Preferred Stock.
Equities
: Valued at the last quoted bid prices.
The methods described above may produce a fair value
calculation that may not be indicative of net realizable value or reflective of
future fair values. Furthermore, while the Plan believes its valuation methods
are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine fair value of certain
financial instruments could result in a different fair value measurement at the
reporting date.
In establishing a fair value, there is a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The basis of the fair value measurement is categorized in three
levels, in order of priority, as described below:
Level 1: Unadjusted quoted prices in active markets that are
accessible to the plan at the measurement date for identical, unrestricted
assets or liabilities.
Level 2: Quoted prices for identical or similar assets or
liabilities in markets that are not active, or financial instruments for which
all significant inputs are observable; either directly or indirectly.
Level 3: Prices or valuation techniques that require inputs that
are both significant to the fair value measurement and unobservable; thus,
reflecting assumptions about market participants.
12
Table of Contents
The
following table sets forth by level, within the fair value hierarchy, the Plans
assets at fair value as of December 31, 2008:
|
|
Investments
at Fair Value
as determined
by quoted
prices in
active
markets
(Level 1)
|
|
Valuation
techniques
based on
observable
market data
(Level 2)
|
|
Valuation
techniques
incorporating
information
other than
observable
market data
(Level 3)
|
|
Total
|
|
Common collective fund
|
|
$
|
|
|
$
|
36,184,997
|
|
$
|
|
|
$
|
36,184,997
|
|
Fully benefit-responsive investment contracts
|
|
|
|
138,601,267
|
|
|
|
138,601,267
|
|
Registered investment companies
|
|
151,297,560
|
|
|
|
|
|
151,297,560
|
|
OfficeMax Common Stock Fund
|
|
4,579,486
|
|
|
|
|
|
4,579,486
|
|
OfficeMax ESOP Fund
|
|
|
|
|
|
43,937,858
|
|
43,937,858
|
|
Self-directed investment accounts:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
17,905
|
|
|
|
|
|
17,905
|
|
Preferred corporate stock
|
|
11,186
|
|
|
|
|
|
11,186
|
|
Common corporate stock
|
|
4,892,696
|
|
|
|
|
|
4,892,696
|
|
Registered investment companies
|
|
5,490,504
|
|
|
|
|
|
5,490,504
|
|
Total Vanguard brokerage option
|
|
10,412,291
|
|
|
|
|
|
10,412,291
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
$
|
166,289,337
|
|
$
|
174,786,264
|
|
$
|
43,937,858
|
|
$
|
385,013,459
|
|
Level 3 Gains and Losses
The
table below sets forth a summary of changes in the fair value of the Plans
level 3 assets for the year ended December 31, 2008.
Balance, beginning of the year
|
|
$
|
51,575,111
|
|
Dividend income
|
|
3,491,661
|
|
Withdrawals and transfers to other funds
|
|
(11,128,914
|
)
|
Balance, end of the year
|
|
$
|
43,937,858
|
|
(8)
Investments
The
following table represents the fair value of investments as of December 31,
2008. Individual investments that exceed 5% of the Plans net assets are
separately identified (*):
13
Table of Contents
|
|
As of
December 31, 2008
|
|
Common collective fund:
|
|
|
|
Vanguard Retirement Savings Trust V*
|
|
$
|
174,786,264
|
|
|
|
|
|
Registered investment companies:
|
|
|
|
Vanguard 500 Index Fund Investor Shares*
|
|
54,825,156
|
|
Vanguard REIT Index Fund Investor Shares
|
|
3,188,872
|
|
Vanguard Small-Cap Index Fund Investor Shares*
|
|
20,115,965
|
|
Vanguard Target Retirement 2005 Fund
|
|
1,944,098
|
|
Vanguard Target Retirement 2010 Fund
|
|
3,602,448
|
|
Vanguard Target Retirement 2015 Fund
|
|
7,053,173
|
|
Vanguard Target Retirement 2020 Fund
|
|
6,901,002
|
|
Vanguard Target Retirement 2025 Fund
|
|
5,651,850
|
|
Vanguard Target Retirement 2030 Fund
|
|
4,935,713
|
|
Vanguard Target Retirement 2035 Fund
|
|
3,850,300
|
|
Vanguard Target Retirement 2040 Fund
|
|
2,165,626
|
|
Vanguard Target Retirement 2045 Fund
|
|
1,019,844
|
|
Vanguard Target Retirement 2050 Fund
|
|
292,932
|
|
Vanguard Target Retirement Income
|
|
2,576,572
|
|
Vanguard Total Bond Market Index Fund Investor
Shares
|
|
16,712,244
|
|
Vanguard Total International Stock Index Fund
|
|
16,461,765
|
|
|
|
151,297,560
|
|
|
|
|
|
OfficeMax Common Stock Fund
|
|
4,579,486
|
|
OfficeMax ESOP Fund*
|
|
43,937,858
|
|
|
|
|
|
Self-directed investment accounts
|
|
|
|
Cash
|
|
17,905
|
|
Preferred corporate stock
|
|
11,186
|
|
Common corporate stock
|
|
4,892,696
|
|
Registered investment companies
|
|
5,490,504
|
|
|
|
10,412,291
|
|
Total investments at fair value
|
|
385,013,459
|
|
|
|
|
|
Adjustment from fair value to contract value for
interest in a common collective fund relating to fully benefit-responsive
investment contracts
|
|
2,376,775
|
|
|
|
|
|
Total investments available for benefits
|
|
$
|
387,390,234
|
|
14
Table
of Contents
The
following table represents the fair value of investments as of December 31,
2007. Individual investments that exceed 5% of the Plans net assets are
separately identified (*):
|
|
As of
December 31, 2007
|
|
Common collective fund:
|
|
|
|
Stable value fund, at fair value*
|
|
$
|
189,116,823
|
|
|
|
|
|
Registered investment companies:
|
|
|
|
Conservative asset allocation fund
|
|
5,145,717
|
|
Moderate asset allocation fund*
|
|
30,404,584
|
|
Aggressive asset allocation fund
|
|
16,010,802
|
|
Bond market index fund
|
|
11,957,914
|
|
S&P 500 index fund*
|
|
99,257,940
|
|
Mid/Small cap index fund*
|
|
35,148,666
|
|
International equity fund*
|
|
33,009,918
|
|
Real estate index fund
|
|
5,507,103
|
|
|
|
236,442,644
|
|
|
|
|
|
OfficeMax Common Stock Fund
|
|
9,707,494
|
|
OfficeMax ESOP Fund*
|
|
51,575,111
|
|
|
|
|
|
Self-directed investment accounts
|
|
20,306,948
|
|
|
|
|
|
Total investments at fair value
|
|
507,149,020
|
|
Adjustment from fair value to contract value for
interest in a common collective fund relating to fully benefit-responsive
investment contracts
|
|
52,634
|
|
|
|
|
|
Total investments available for benefits
|
|
$
|
507,201,654
|
|
|
|
|
|
|
|
(9)
Vanguard Retirement Savings Trust
(Stable Value Fund)
The
Vanguard Retirement Savings Trust and the predecessor Stable Value Fund managed
by INVESCO holds or held certain guaranteed investment contracts and other
fixed income securities (together, the Contracts). These Contracts were
reported at estimated fair value as determined by the investment manager. The
estimated fair value of the Contracts was based on current interest rates for
similar investments with like maturities at December 31, 2008 and 2007.
These
Contracts are fully benefit-responsive, which allows participants to initiate
all permitted transactions, such as withdrawals, loans or transfers to other
funds within the Plan at contract value.
As
described in note 2:
Summary of
Significant
Accounting Policies
,
because the Contracts are fully-benefit responsive, contract value is the
relevant measurement attribute for that portion of the net assets available for
benefits attributed to the Contracts. Contract value represents contributions
made plus interest accrued at the contract rate, less withdrawals.
Certain
events limit the ability of the Plan to transact at contract value with the
issuer. These events include, but are not limited to, the following: (1) termination
of the Plan, (2) a material adverse change to the provisions to the Plan, (3) Employer
elects to withdraw from a wrapper contract in order to switch to a different
investment provider, (4) terms of a successor plan do not meet the wrapper
contract issuers underwriting criteria for issuance of a clone wrapper
contract. The Company does not believe that the occurrence of any event
limiting the Plans ability to transact at contract value with participants is
probable.
Contract
issuers can terminate the Contracts and settle at other than contract value under
very limited circumstances, such as a change in the qualification status of
participant, employer, or plan; breach of material obligations under the
Contracts and misrepresentation by the contract holder: or failure of the
underlying portfolio to conform to the pre-established investment guidelines.
The Company does not believe it is likely that any of the fully
benefit-responsive contracts will be terminated.
There
are no reserves against contract value for credit risk of the contract issuer
or otherwise. The interest crediting rates for the Contracts are based upon
formulas agreed upon with the issuer and, depending on the type of investment,
are either fixed over the life of the investment or are reset each quarter
based on the performance of the underlying investment portfolio.
During
the year ended December 31, 2008, the average annual yield earned by the Vanguard
Retirement Savings Trust was 3.67% and the average annual yield paid to
participants was 3.38%. During the year ended December 31, 2007, the
average annual yield earned by the Trust was 4.71% and the average annual yield
paid to participants was 4.44%. Average annual yields are reported as of the
Trusts fiscal year end. During 2007, the Trust changed its fiscal year end
from September 30 to December 31.
(10)
Plan
Amendments
During
2008, the Plan was amended as follows:
(a)
The Plans
provisions for calculating service were revised.
(b)
The Plans
distribution options for beneficiaries were expanded, and a new loan interest
rate standard was adopted.
(c)
Effective on and after January 1,
2008, a participant may diversify sixty-six percent of his or her Individual
ESOP Account. Effective January 1, 2009, a participant may diversify any
portion of his or her Individual ESOP account or the OfficeMax Common Stock
Fund.
(d)
Effective January 1,
2008, a Puerto Rican associate who takes a hardship distribution from the Plan
and who is otherwise eligible to contribute to the Plan, may not contribute to
the Plan or any other qualified or nonqualified plan maintained by the Company
or affiliated companies for a period of 12 months after such withdrawal.
15
Table of Contents
(e)
The Plan was amended to
comply with Internal Revenue Service Regulation 415 effective January 1,
2008, as well as applicable provisions of the Pension Protection Act of 2006.
(11)
Subsequent
Events
In April of 2009, the Treasury Department of the
Commonwealth of Puerto Rico ruled that the Plan meets the requirements of Section 1165(a) of
the Puerto Rico Internal Revenue Code of 1994, as amended, and that the trust
established thereunder is entitled to exemption from local income taxes.
During 2009, the Plan was amended to suspend Company
matching contributions under the Plan effective as of the first paychecks
issued after March 6, 2009. After March 6, 2009, matching
contributions may be made at the sole discretion of the Company.
16
Table of Contents
Schedule I
OFFICEMAX
SAVINGS PLAN
Form 5500 Schedule H, Line 4(i) Schedule of Assets (Held
at End of Year)
December 31, 2008
Identity of issue, borrower,
lessor, or similar party
|
|
Description of investment including
maturity date, rate of interest,
collateral, par, or maturity value
|
|
Units/Shares
|
|
Current value
|
|
|
|
Common
collective fund:
|
|
|
|
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Retirement Savings Trust V, at fair value
|
|
177,163,039
|
|
$
|
174,786,264
|
|
|
|
|
|
|
|
|
|
|
|
Registered
Investment Companies:
|
|
|
|
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
500 Index Fund Investor Services
|
|
659,829
|
|
54,825,156
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
REIT Index Fund Investor Services
|
|
262,891
|
|
3,188,872
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Small-Cap Index Fund Investor Shares
|
|
986,077
|
|
20,115,965
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2005 Fund
|
|
200,629
|
|
1,944,098
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2010 Fund
|
|
204,568
|
|
3,602,448
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2015 Fund
|
|
738,552
|
|
7,053,173
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2020 Fund
|
|
416,476
|
|
6,901,002
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2025 Fund
|
|
609,693
|
|
5,651,850
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2030 Fund
|
|
317,613
|
|
4,935,713
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2035 Fund
|
|
416,249
|
|
3,850,300
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2040 Fund
|
|
143,135
|
|
2,165,626
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2045 Fund
|
|
106,567
|
|
1,019,844
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement 2050 Fund
|
|
19,297
|
|
292,932
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Target Retirement Income
|
|
270,648
|
|
2,576,572
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Total Bond Market Index Fund Investor Shares
|
|
1,641,674
|
|
16,712,244
|
|
Vanguard
Fiduciary Trust Company*
|
|
Vanguard
Total International Stock Index Fund
|
|
1,525,650
|
|
16,461,765
|
|
|
|
|
|
|
|
|
|
OfficeMax
Incorporated*
|
|
OfficeMax
Common Stock Fund
|
|
594,265
|
|
4,579,486
|
|
OfficeMax
Incorporated*
|
|
OfficeMax
ESOP Fund
|
|
945,899
|
|
43,937,858
|
|
|
|
|
|
|
|
|
|
Vanguard
Fiduciary Trust Company*
|
|
Self-Directed
Investment Accounts:
Vanguard Brokerage Option
|
|
n/a
|
|
10,412,291
|
|
Participants*
|
|
1,607
loans to participants, varying maturity dates through January 1, 2014,
interest rates ranging from 4.0% - 9.25%
|
|
|
|
6,436,007
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments and participant loans
|
|
|
|
$
|
391,449,466
|
|
* Party in interest.
See
accompanying report of independent registered public accounting firm.
17
Table of Contents
Schedule
II
OFFICEMAX
SAVINGS PLAN
Form 5500 Schedule H, Line 4(j) Schedule of Reportable
Transactions
December 31, 2008
Identity
of Party Involved
|
|
Description
of Asset
|
|
Purchase
Price
|
|
Selling
Price
|
|
Historical
Cost of Asset
|
|
Current
Value of
Asset on Transaction
Date
|
|
Historical
Gain
(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
transactions exceeding 5%:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard 500 Index Fund
|
|
$
|
101,485,571
|
|
$
|
|
|
$
|
|
|
$
|
101,485,571
|
|
$
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard 500 Index Fund
|
|
|
|
18,208,954
|
|
20,519,982
|
|
18,208,954
|
|
(2,311,028
|
)
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Small-Cap Index Fund
|
|
35,490,942
|
|
|
|
|
|
35,490,942
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Small-Cap Index Fund
|
|
|
|
5,852,355
|
|
6,423,248
|
|
5,852,355
|
|
(570,893
|
)
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Total Bond Market Index Fund
|
|
23,166,133
|
|
|
|
|
|
23,166,133
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Total Bond Market Index Fund
|
|
|
|
6,423,095
|
|
6,510,926
|
|
6,423,095
|
|
(87,831
|
)
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Total International Stock Index Fund
|
|
33,915,280
|
|
|
|
|
|
33,915,280
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Total International Stock Index Fund
|
|
|
|
6,260,547
|
|
7,455,127
|
|
6,260,547
|
|
(1,194,580
|
)
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Retirements Savings Trust V
|
|
215,054,748
|
|
|
|
|
|
215,054,748
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Retirements Savings Trust V
|
|
|
|
37,911,883
|
|
37,911,883
|
|
37,911,883
|
|
|
|
State Street
Global Advisors
|
|
State Street Global Advisors Short Term Investment
Fund
|
|
34,791,050
|
|
|
|
|
|
34,791,050
|
|
|
|
State Street
Global Advisors
|
|
State Street Global Advisors Short Term Investment
Fund
|
|
|
|
195,754,378
|
|
195,754,378
|
|
195,754,378
|
|
|
|
INVESCO
Institutional (N.A.), Inc.
|
|
Invesco Stable Value Fund
|
|
|
|
28,805,327
|
|
28,805,327
|
|
28,805,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual
transactions exceeding 5%:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESCO
Institutional (N.A.), Inc.
|
|
Invesco Stable Value Fund
|
|
$
|
|
|
$
|
28,805,327
|
|
$
|
28,805,327
|
|
$
|
28,805,327
|
|
$
|
|
|
State Street
Global Advisors
|
|
State Street Global Advisors Short Term Investment
Fund
|
|
28,805,327
|
|
|
|
28,805,327
|
|
28,805,327
|
|
|
|
State Street
Global Advisors
|
|
State Street Global Advisors Short Term Investment
Fund
|
|
|
|
187,384,118
|
|
187,384,118
|
|
187,384,118
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Total International Stock Index Fund
|
|
28,483,348
|
|
|
|
28,483,348
|
|
28,483,348
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Small-Cap Index Fund
|
|
31,041,184
|
|
|
|
31,041,184
|
|
31,041,184
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard 500 Index Fund
|
|
89,389,685
|
|
|
|
89,389,685
|
|
89,389,685
|
|
|
|
Vanguard
Fiduciary Trust Company
|
|
Vanguard Retirement Savings Trust V
|
|
187,474,315
|
|
|
|
187,474,315
|
|
187,474,315
|
|
|
|
* Party in interest.
See
accompanying report of independent registered public accounting firm.
18
Table of Contents
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
OfficeMax
Savings Plan
|
|
|
|
|
By:
|
/s/
Jeff Johnson
|
|
|
Jeff
Johnson
|
|
|
Chair,
Retirement Committee
|
Date:
June 29, 2009
19
Table of Contents
OFFICEMAX
SAVINGS PLAN
Filed with the Report
on Form 11-K for the Plan Year Ended
December 31, 2008
Index to Exhibits
Reference
|
|
Description
|
|
Page number
|
Exhibit 23
|
|
Consent
of Independent Registered Public Accounting Firm Dated June 29, 2009
|
|
21
|
20
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