Investor

Investor

Presentation

Presentation

June 2013

June 2013

1

Filed by Office Depot, Inc.

Commission File No. 1-10948

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: OfficeMax Incorporated

Commission File No. 1-05057

Date: June 12, 2013

Where

to

Find

More

Information

Concerning

the

ODP

&

OMX

Merger

/

Safe

Harbor

2

In connection with the proposed transaction, Office Depot, Inc. (“Office Depot”) has filed with the United States Securities and

Exchange Commission (the “SEC”) a registration statement on Form S-4 (Registration No. 333-187807) that includes the

preliminary Joint Proxy Statement of Office Depot and OfficeMax Incorporated (“OfficeMax”) that also constitutes a preliminary

prospectus of Office Depot.  The registration statement, as amended, was declared effective by the SEC on June 7, 2013. Office

Depot and OfficeMax mailed the definitive Joint Proxy Statement/Prospectus to their respective shareholders in connection with

the transaction on or about June 10, 2013.  INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY

STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY

BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OFFICE DEPOT, OFFICEMAX, THE

TRANSACTION AND RELATED MATTERS.  Investors and shareholders may obtain free copies of the definitive Joint Proxy

Statement/Prospectus and other documents filed with the SEC by Office Depot and OfficeMax through the website maintained by

the SEC at www.sec.gov.  In addition, investors and shareholders may obtain free copies of the definitive Joint Proxy

Statement/Prospectus and other documents filed by Office Depot with the SEC by contacting Office Depot Investor Relations at

6600 North Military Trail, Boca Raton, FL 33496 or by calling 561-438-7878, and may obtain free copies of the definitive Joint

Proxy Statement/Prospectus and other documents filed by OfficeMax by contacting OfficeMax Investor Relations at 263 Shuman

Blvd., Naperville, Illinois 60563  or by calling 630-864-6800.  Information regarding the persons who may, under the rules of the

SEC, be considered participants in the solicitation of the shareholders of Office Depot and OfficeMax in connection with the

proposed transaction will be set forth in the definitive Joint Proxy Statement/Prospectus.

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides protection from liability in private lawsuits for “forward-

looking” statements made by public companies under certain circumstances, provided that the public company discloses with

specificity the risk factors that may impact its future results. We want to take advantage of the “safe harbor” provisions of the Act.

Certain statements made during this presentation are forward-looking statements under the Act.  Except for historical financial and

business performance information, statements made during this presentation should be considered forward-looking as referred to

in the Act.  Much of the information that looks towards future performance of our company is based on various factors and

important assumptions about future events that may or may not actually come true. As a result, our operations and financial

results in the future could differ materially and substantially from those we have discussed in the forward-looking statements made

during this presentation. Certain risks and uncertainties are detailed from time to time in our filings with the SEC.  You are strongly

urged to review all such filings for a more detailed discussion of such risks and uncertainties. During portions of today’s

presentation, we may refer to results which are not GAAP numbers.  A reconciliation of non-GAAP numbers to GAAP results is

available in the investor relations section of our web site at www.officedepot.com. 

Executive Summary

Office Depot management and the Board of Directors have been executing a multi-year

strategy that has resulted in over $1 billion in benefits since 2007, including

approximately

$200

million

in

2012

and

an

estimated

$120

million

in

2013

Initiated discussions in early 2012 on recently announced value creation opportunities:

Definitive

agreement

to

sell

Office

Depot’s

JV

stake

in

Mexico

to

Grupo

Gigante

for

approximately $690 million, a 11.6x EBITDA multiple, announced in June 2013

Proposed merger with OfficeMax announced in February 2013, creating the

opportunity for Office Depot shareholders to benefit from an estimated $400-600

million in annual synergies

Making significant progress on integration planning with OfficeMax, including

commencement of the CEO search, selection of an outside integration advisor,

formation of the integration planning teams and development of the integration plan

The

Office

Depot

Board

and

management

team

have

been

integral

in

developing

important

relationships

with

OfficeMax

and

are

best

qualified

to

see

the

transaction

through to completion and value realization for shareholders

3

$3.5

$3.1

$2.6

$2.6

$2.7

$2.5

0.0

1.0

2.0

3.0

4.0

2007

2008

2009

2010

2011

2012

20%

21%

22%

23%

24%

GP $

GP %

EBIT Growth Driven by Strategic and Restructuring Initiatives

Improved gross profit rate through margin

initiatives including pricing & promotions

–

Offset deleveraging impact from sales

decline due to challenging economic

environment

Reduced overhead and supply chain expenses,

and centralized operations

Exited non-strategic businesses and reduced

International costs

Closed underperforming retail stores; sold and

leased back assets

Eliminated redundancy in IT equipment and

services

Reduced costs through business process

improvement initiatives

4

($51)

$8

$84

$122

$131

$150

(80)

(40)

0

40

80

120

160

2008

2009

2010

2011

2012

2013F

Adjusted EBIT

Expect adjusted EBIT

(2)

growth of approximately $200 million through 2013

(2)

(1)

(1)

Adjusted EBIT excludes charges for restructuring actions and activities to improve future operating performance.  Neither historic performance or 2013 projections have been adjusted for the pending sale of Office Depot de Mexico.  The measure is presented to provide management and

investors an opportunity to make meaningful assessments and comparisons of results from total operations, charges related to restructuring and efficiency-related actions, and the results after isolating those charges.  The presentation of such non-GAAP information is not intended to suggest

that such information is superior to the presentation of GAAP information, but only to clarify some information and assist the reader.  A reconciliation of GAAP to non-GAAP numbers can be found on the Office Depot web site at

(1)

(2)

For purposes of comparability, gross profit and gross profit percentages for the years 2007, 2008, and 2009 have been adjusted retrospectively to include shipping and handling expenses in accordance with the Q1 2013 change in accounting

principle of presenting such expenses. Gross profit for the years 2007, 2008, 2009, 2010, 2011 and 2012 include shipping and handling expenses amounting to $1.0 billion,  $0.9 billion, $0.8 billion, $0.7 billion, $0.7 billion, and $0.7 billion,

respectively.

www.officedepot.com

($ million)

Free Cash Flow

($49)

$138

$166

$34

$69

$117

($100)

($50)

$0

$50

$100

$150

$200

2007

2008

2009

2010

2011

2012

Enhanced Cash Flow and Strong Liquidity Position

($ million)

Positive

Free

Cash

Flow

(1)

since

2008

through

successful working capital management

Sustained liquidity above $1.3 billion since 2009

with no current ABL borrowings

$912

$868

$1,386

$1,301

$1,305

$1,370

(1)

Free

Cash

Flow

is

a

non-GAAP

financial

measure,

and

equals

net

cash

provided

by

operating

activities

less

capital

expenditures.

The

measure

is

presented

to

provide

management

and

investors

an

opportunity

to

make

meaningful

assessments

and

comparisons

of

financial

results.

The

presentation

of

such

non-GAAP

information

is

not

intended

to

suggest

that

such

information

is

superior

to

the

presentation

of

GAAP

information,

but

only

to

clarify

some

information

and

assist

the

reader.

A

reconciliation

of

GAAP

to

non-GAAP

numbers

can

be

found

on

the

Office

Depot

web

site

at

(2)

2012

free

cash

flow

of

$117

million

has

been

adjusted

to

exclude

a

$58

million

negative

impact

related

to

a

first

quarter

pension

settlement.

The

settlement

impact

on

cash

flow

from

operating

activities

was

offset

by

a

positive

impact

to

cash

flow

from

investing

activities

of

the

same

amount,

with

the

net

result

of

having

no

total

cash

flow

impact

on

Office

Depot.

5

(2)

(1)

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

689

712

726

674

734

699

223

156

660

627

571

671

2007

2008

2009

2010

2011

2012

Revolver/ABL

Cash

Liquidity

www.officedepot.com.

Until the merger with OfficeMax is completed, the two companies continue to

operate independently as competitors in the marketplace

To drive sales and profitability improvements, we remain highly focused on our key

operating initiatives to deliver our 2013 plan:

Executing the North American Retail strategy

Improving the web experience and making omni-channel a reality

Growing services and solutions

Increasing own brand and direct import penetration

Driving small-and-medium-size business customer growth

Improving the International Division cost structure

Working with vendors to decrease cost of goods sold

Reducing expenses

Board and Management Focused on Optimizing Core Operations

Projected to Grow Adjusted EBIT by over 14% to $150 million in 2013

6

Unlocking Value -

Office Depot de Mexico Transaction Highlights

Formed in 1994 as joint venture with

Grupo Gigante –

2012 sales of

approximately $1.1 billion

50% ownership interest and equity

method of accounting

Began initiative to illuminate value of

business in Q1 of 2012

Total transaction value of

approximately $690 million represents

11.6x 2012 EBITDA

After-tax proceeds of approximately

$550 million, which will enhance

liquidity going into the merger

Transaction expected to close in July

2013

Represents significant value creation

for shareholders

Latin American Geographic Presence

$31

$31

$34

$32

2009

2010

2011

2012

Miscellaneous

Income

Recorded

at

Office

Depot

–

Mexico

JV

($ in millions)

* At end of 2012

7

257* retail locations and

distribution facilities in

Latin America

Creating Value -

Office Depot / OfficeMax Merger Highlights

•

OfficeMax

and

Office

Depot

merger

of

equals

to

create

$18

billion

(1)

office

solutions company

•

Two leading companies to combine to build a stronger, more efficient

competitor able to meet the growing challenges of a rapidly changing

industry

•

Customers will benefit from unique, innovative products, services and

solutions available through a global, multichannel network

•

Well-positioned to optimize sales platform and distribution network, and to

expand multichannel capabilities to better serve customers and compete

against larger players (e.g., Wal-Mart, Amazon, Costco, Target)

•

Size, scale and global reach will strengthen the portfolio of products,

services and solutions to customers worldwide

•

Long-term value creation through realization of annual synergies as well as

enhanced cash generation and liquidity to fund internal and external

opportunities

(1) Pro forma combined revenue for the 12 months ended December 29, 2012

8

Approximately $8 billion in combined North American spend

SKU harmonization and vendor optimization

Purchasing

Efficiencies

Supply

Chain

Approximately $2 billion in combined North American spend

Network optimization and delivery efficiencies

Advertising &

Marketing

Approximately $0.5 billion in combined North American spend

Efficiencies in media, catalogs and inserts

Selling, General &

Administrative

Approximately $2 billion in combined North American spend

Sales force optimization and support function efficiencies

Standardization of processes

Substantial Synergies to be Realized Through Merger

Total annual run-rate cost synergies following integration of approximately $400-$600 million

Approximately $350-$450 million in one-time costs

(2)

and $200 million in capital investment to achieve synergies

Majority of integration expected to be completed by Year 3 post-close

9

Approximately $18 billion in Revenue and $270 million in adjusted EBIT

(1)

(1)

Based

on

2012

pro-forma

figures.

Adjusted

EBIT

excludes

charges

for

restructuring

actions

and

activities

to

improve

future

operating

performance.

The

measure

is

presented

to

provide

management

and

investors

an

opportunity

to

make meaningful assessments and comparisons of results from total operations, charges related to restructuring and efficiency-related actions, and the results after isolating

those charges.  The presentation of such non-GAAP information is not intended to suggest that such information is superior to the presentation of GAAP information, but only

to

clarify

some

information

and

assist

the

reader.

A

reconciliation

of

GAAP

to

non-GAAP

numbers

can

be

found

on

the

Office

Depot

web

site

at

www.officedepot.com

and

on

the

Office

Max

website

at

www.officemax.com..

(2)

Includes transaction costs.

Strong Leadership Around Merger Integration Planning

Neil Austrian

Mike Newman *

Michael Allison

Elisa Garcia

Ravi Saligram

Bruce Besanko *

Steve Parsons

Matt Broad

Boston Consulting Group hired as external integration advisor

Established Integration Management Office (IMO) and planning teams

Joint representation from Office Depot and OfficeMax in IMO and all integration tracks

Creating detailed integration strategy and Day 1 operating plan

Extensive collaboration with bi-weekly face-to-face Steering Committee meetings

10

Merchandising/COGS

ODP

OMX

Indirect Procurement

ODP

OMX

HR

ODP

OMX

Legal

ODP

OMX

IT

ODP

OMX

E-Commerce

Communication/PR

ODP

OMX

Finance / Accounting

ODP

OMX

Supply Chain

ODP

OMX

B2B Ops

ODP

OMX

Marketing

ODP

OMX

Retail Ops Mgmt

ODP

OMX

* Integration Planning

Leaders

ODP

OMX

Platform Teams

Steering Committee

Integration Management Office (IMO)

ODP

OMX

Key Transaction Timelines

Q2 2013

Q4 2013

Q3 2013

Q1 2013

Merger

Announced

2/20/13

Merger SEC Review /

Shareholder Approval

S-4 Submitted, SEC Responses Received,

Declared Effective 06/07/13

Shareholder

Meetings to

Approve Merger

7/10/13

Merger FTC Review

Second Requests Received and Responses Submitted

Merger Integration

Integration Advisor Selected, Teams Formed & Detailed Planning

Sale of Office Depot de

Mexico Stake

Transaction

Announcement

6/4/13

Expected          

Close

(July)

Merger Announcement /

Close

11

US Filing

Submitted

Internal

Integration

Planning

Expected Merger

Close

CEO Selection and Board Composition

Board of Directors to be comprised of equal representation from both ODP and OMX

CEO selection committee formed with experienced and independent Directors

Constructive dialogue on-going between members from both Boards

CEO Selection Committee

* Committee Co-Chairs

12

Neil Austrian

Chairman & CEO, Office Depot

Nigel Travis *

CEO/Chairman, Dunkin Brands;

Former President/CEO, Papa John’s

Thomas Colligan

Director, ADT Corp and CNH Global;

Former Vice Chairman, PriceWaterhouseCoopers

Marsha Evans

Director, Weight Watchers Int’l and

Lehman Brothers Holdings;

Retired Rear Admiral, U.S. Navy

Brenda Gaines

Director, Tenet Healthcare,

Fannie Mae, NICOR Inc.;

Former President/CEO, Diners Club

W. Scott Hedrick

Director, Hot Topic, American Funds

Target Date Retirement Series,

America Funds Insurance Series

Kathleen Mason

Former President/CEO, Tuesday Morning,

Former President, HomeGoods,

Former Chair/CEO, Cherry & Webb

Justin Bateman

Partner, BC Partners

Eugene Fife

Sr. Advisor,

BC Partners,

Former Partner, Goldman Sachs

Raymond Svider

Partner, BC Partners

Office Depot

Ravi Saligram

President & CEO, OfficeMax

V. James Marino *

Director, PVH Corp;                    

Former President/CEO, Alberto-Culver

Rakesh Gangwal

Non-Exec. Chairman, OfficeMax;    

Former

Chairman/President/CEO

Worldspan

Technologies,

Former President/CEO US Airways Group

Francesca Ruiz de Luzuriaga

Director, SCAN Health;

Former COO, Mattel Interactive

Warren Bryant

Director, Dollar General and George Weston

Limited; Former Chairman/President/CEO             

Longs Drug Stores

Joseph DePinto

President/CEO, 7-Eleven;

Director, Brinker International

William Montgoris

Director, Carters and Stage Stores;

Former COO/CFO The Bear Stearns Companies

David Szymanski

Dean, University of Cincinnati                

Lindner College of Business

OfficeMax

Director, CarMax and Petsmart;

Existing Board Best-Qualified to Complete Value Creation Initiatives

•

The Office Depot Board has demonstrated its commitment to sustained value creation

–

Secured investment from BC Partners in 2009 to solidify liquidity position

–

Ongoing input and oversight on development and execution of key operating initiatives

–

Negotiating merger with OfficeMax and creating opportunity for Office Depot

shareholders to benefit from an estimated $400-600 million in annual synergies

–

Unlocking value for shareholders by proactively monetizing Office Depot’s Mexico JV

•

Our highly-qualified Board and management team have been instrumental in the

progress made to date on the OfficeMax and Office Depot de Mexico transactions

–

Important relationships have been built with OfficeMax in multiple functional areas

–

Key leaders from both companies are actively engaged in merger integration planning for

the successful integration of the two companies and realization of potential synergies

–

The CEO Selection Committee has launched a search process that will consider both

incumbent CEOs and external candidates to lead the combined company

•

Inserting new parties at the table at this point is potentially disruptive and not in our

shareholders’

best interests

13