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Table of Contents


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.


On February 4, 2015, Staples, Inc. (“Staples”) and the Company 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 (the “Merger Consideration”). Each employee share-based award
outstanding at the date of the Staples Merger Agreement will vest upon the effective date of the Staples Acquisition. Upon the effective date of the Staples
Acquisition, employee share-based awards subsequently granted in 2015 will be converted into a contingent right to receive the cash equivalent of the
Merger Consideration subject to the same terms and conditions of the corresponding award; provided that performance and vesting periods shall be reduced
in duration. The Staples Merger Agreement includes representations, warranties and conditions, including breakup fees payable or receivable under certain
conditions if the transaction fails to close. Under the Staples Merger Agreement, the Senior Secured Notes will be discharged, redeemed or defeased at the
Effective Time of the Staples Acquisition.
The transaction has been approved by both companies’ Boards of Directors and Office Depot shareholders. The completion of the Staples Acquisition is
subject to customary closing conditions including, among others, regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and under
1