OfficeMax 2014 Annual Report Download - page 69

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Table of Contents
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
 Office Depot, Inc. (“Office Depot” or the “Company”) is a global supplier of office products and services. On November 5, 2013, the
Company merged with OfficeMax Incorporated (“OfficeMax”); refer to Note 2 for additional discussion of this merger (the “Merger”). OfficeMax’s results are
included in the Consolidated Statements of Operations and Cash Flows since the Merger date, affecting comparability of amounts in the three years
presented. The merged Company currently operates under the Office Depot and OfficeMax banners and utilizes proprietary company and product brand
names.
In connection with the voluntary transfer of the listing of the Company’s common stock from the New York Stock Exchange (“NYSE”) to the NASDAQ
Global Select Market (“NASDAQ”), the Company’s common stock ceased trading on the NYSE effective at the close of business on September 25, 2014 and,
commenced trading on NASDAQ at market open on September 26, 2014. The Company’s common stock continues to trade under the ticker symbol ODP.
As of December 27, 2014, the Company sold to customers throughout North America, Europe, and Asia/Pacific through three reportable segments (or
“Divisions”): North American Retail Division, North American Business Solutions Division and International Division. Following the date of the Merger:
(i) the former OfficeMax U.S. Retail business is included in the North American Retail Division; (ii) the former OfficeMax United States and Canada Contract
business is included in the North American Business Solutions Division; and (iii) the former OfficeMax businesses in Australia and New Zealand are included
in the International Division. Due to the sale of the Company’s interest in Grupo OfficeMax S. de R.L. de C.V. and related entities (together, “Grupo
OfficeMax”) in August 2014, the integration of this business into the International Division was suspended in the second quarter of 2014 and the joint
venture’s results have been removed from the International Division and reported as Other to align with how this information is presented for management
reporting.
Office Depot currently operates through wholly-owned entities and participates in other ventures and alliances. The Company’s corporate headquarters is
located in Boca Raton, FL, and the Company’s primary website is www.officedepot.com.
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”). The Company will survive the Staples Merger as a wholly owned subsidiary of Staples. 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
Merger. The agreement includes representations, warranties and conditions, including breakup fees payable or receivable under certain conditions if the
transaction fails to close. Certain existing debt agreements will require modification prior to closing. 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. Refer to the Company’s Form 8-K filed February 4, 2015 for additional information on the transaction.
 The consolidated financial statements of Office Depot include the accounts of all wholly owned and, prior to disposition in 2014,
financially controlled subsidiaries. Also, variable interest entities formed by OfficeMax in prior periods solely related to the Timber Notes and Non-recourse
debt are consolidated because the Company is the primary beneficiary. Refer to Note 7 for additional information. As a result of the Merger, the Company
owns 88% of a subsidiary that formerly owned assets in Cuba, which were confiscated by the Cuban
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