OfficeMax 2012 Annual Report Download - page 38

The completion of the proposed merger is subject to various customary conditions, including among others
(i) shareholder approval by both companies, (ii) expiration or termination of any applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvement Act of 1976, and (iii) effectiveness of a registration statement
registering Office Depot, Inc. common stock.
The Merger Agreement contains certain termination rights for both parties, and further provides for the
payment of fees and expenses upon termination under specified circumstances. The proposed merger is expected
to be completed by December 31, 2013.
For additional information relating to the proposed merger, please see our Form 8-K filed on February 22,
2013.
Fiscal Year
The Company’s fiscal year-end is the last Saturday in December. Fiscal year 2012 ended on December 29,
2012, fiscal year 2011 ended on December 31, 2011, and fiscal year 2010 ended on December 25, 2010. Due
primarily to statutory requirements, the Company’s international businesses maintain calendar years with
December 31 year-ends, with the exception of, Grupo OfficeMax S. de R.L. de C.V. (“Grupo OfficeMax”), our
majority-owned joint-venture in Mexico, for which the fiscal year-end is the last Saturday in December
beginning with the 2012 fiscal year. Grupo OfficeMax reported one month in arrears in 2011 and 2010. This
practice was discontinued in 2012, resulting in fiscal year 2012 including 13 months for Grupo OfficeMax. This
change in accounting policy did not have a material impact on the Company’s financial statements, and,
therefore, prior year’s amounts have not been restated. Due to the use of a fiscal year that does not agree to a
calendar month end, fiscal year 2011 included 53 weeks for our U.S. businesses. Fiscal years 2012 and 2010
included 52 weeks for our U.S. businesses.
Segments
The Company manages its business using three reportable segments: OfficeMax, Contract (“Contract
segment” or “Contract”); OfficeMax, Retail (“Retail segment” or “Retail”); and Corporate and Other. We present
information pertaining to each of our segments and the geographic areas in which they operate in Note 14,
“Segment Information,” of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and
Supplementary Data” of this Form 10-K.
Contract
We distribute a broad line of items for the office, including office supplies and paper, technology products
and solutions, office furniture, print and document services and facilities products through our Contract segment.
Contract sells directly to large corporate and government offices, as well as to small and medium-sized offices
and consumers in the United States, Canada, Australia, New Zealand and Puerto Rico. This segment markets and
sells through field salespeople, outbound telesales, catalogs, the Internet and, primarily in foreign markets,
through office products stores. The majority of the products sold by this segment are purchased from outside
manufacturers or from industry wholesalers. We also source substantially all of our private label products direct
from manufacturers. We purchase office papers primarily from Boise White Paper, L.L.C., under a paper supply
contract entered into on June 25, 2011. (See Note 15, “Commitments and Guarantees,” of the Notes to
Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K
for additional information related to the paper supply contract.)
As of the end of the year, Contract operated 40 distribution centers in the U.S., Puerto Rico, Canada,
Australia and New Zealand as well as four customer service and outbound telesales centers in the U.S. Contract
also operated 44 office products stores in Canada, Hawaii, Australia and New Zealand.
Contract sales were $3.6 billion for each of 2012, 2011 and 2010.
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