OfficeMax 2014 Annual Report Download - page 3

Table of Contents
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This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform
Act of 1995 (the “Reform Act”), that involve risks and uncertainties. These forward-looking statements include both historical information and other
information that can be used to infer future performance. Examples of historical information include annual financial statements and the commentary on past
performance contained in Part II — Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”). While
certain information has specifically been identified as being forward-looking in the context of its presentation, we caution you that, with the exception of
information that is historical, all the information contained in this Annual Report should be considered to be “forward-looking statements” as referred to in
the Reform Act. Without limiting the generality of the preceding sentence, any time we use the words “estimate,” “project,” “intend,” “expect,” “believe,”
“anticipate,” “continue” and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in
nature. Certain information in our MD&A is clearly forward-looking in nature, and without limiting the generality of the preceding cautionary statements, we
specifically advise you to consider all of our MD&A in the light of the cautionary statements set forth herein.
Much of the information in this Annual Report that looks towards future performance of Office Depot, Inc. and its subsidiaries 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 this Annual Report. Significant factors that could impact our future results are provided in Part I
— Item 1A. “Risk Factors” included in this Annual Report. Other risk factors are incorporated into the text of our MD&A, which should itself be considered a
statement of future risks and uncertainties, as well as management’s view of our businesses.
In this Annual Report, unless the context otherwise requires, the “Company”, “Office Depot”, “we”, “us”, and “our” refer to Office Depot, Inc. and its
subsidiaries.
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On February 4, 2015, Staples, Inc. (“Staples”) and the Company announced that the companies have entered into a definitive merger agreement (the “Staples
Merger Agreement”), under which Staples will acquire all of the outstanding shares of Office Depot and the Company will become a wholly owned subsidiary
of Staples (the “Staples Acquisition”). Under the terms of the Staples Merger Agreement, Office Depot shareholders will receive, for each Office Depot share
held by such shareholders, $7.25 in cash and 0.2188 of a share in Staples common stock at closing. Each employee share-based award outstanding at the date
of the agreement will vest upon the effective date of the Staples Acquisition. The transaction has been approved by both companies’ Board of Directors and
the completion of the Staples Merger is subject to customary closing conditions including, among others, the approval of Office Depot shareholders and
various regulatory approvals. The transaction is anticipated to close before the end of 2015. Refer to the Company’s Form 8-K filed February 4, 2015 for
additional information on the transaction. We cannot guarantee that the Staples Acquisition will be completed or that, if completed, it will be exactly on the
terms as set forth in the Staples Merger Agreement.
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On November 5, 2013, the Company completed its merger with OfficeMax Incorporated (“OfficeMax”) in an all-stock transaction (the “Merger”). In
connection with the Merger, each outstanding share of OfficeMax common stock was converted into 2.69 shares of Office Depot common stock. The
Company issued approximately 240 million shares of Office Depot, Inc. common stock to former holders of OfficeMax common stock. Office Depot was
determined to be the accounting acquirer. Since the Merger date, OfficeMax’s financial results are included in our Consolidated Financial Statements, as
discussed herein.
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