425
Creating a Stronger, More Efficient
Competitor Able to Meet Growing
Challenges of a Rapidly Changing Industry
February 20, 2013
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: February 20, 2013

2
OFFICE DEPOT SAFE HARBOR STATEMENT
This document may contain forward-looking statements within the meaning of the Private Securities Litigation
Reform
Act
of
1995
concerning
Office
Depot,
the
merger
and
other
transactions
contemplated
by
the
merger
agreement, Office Depot’s long-term credit rating and its revenues and operating earnings.  These statements
or
disclosures
may
discuss
goals,
intentions
and
expectations
as
to
future
trends,
plans,
events,
results
of
operations or financial condition, or state other information relating to Office Depot, based on current beliefs of
management as well as assumptions made by, and information currently available to, management.  Forward-
looking
statements
generally
will
be
accompanied
by
words
such
as
“anticipate,”
“believe,”
“plan,”
“could,”
“estimate,”
“expect,”
“forecast,”
“guidance,”
“intend,”
“may,”
“possible,”
“potential,”
“predict,”
“project”
or other
similar words, phrases or expressions.  These forward-looking statements are subject to various risks and
uncertainties, many of which are outside of Office Depot’s control.  Therefore, investors and shareholders
should not place undue reliance on such statements.  Factors that could cause actual results to differ materially
from
those
in
the
forward-looking
statements
include
adverse
regulatory
decisions;
failure
to
satisfy
other
closing conditions with respect to the merger; the risks that the new businesses will not be integrated
successfully or that Office Depot will not realize estimated cost savings and synergies; Office Depot’s ability to
maintain
its
current
long-term
credit
rating;
unanticipated
changes
in
the
markets
for
its
business
segments;
unanticipated
downturns
in
business
relationships
with
customers
or
their
purchases
from
Office
Depot;
competitive pressures on Office Depot’s sales and pricing; increases in the cost of material, energy and other
production
costs,
or
unexpected
costs
that
cannot
be
recouped
in
product
pricing;
the
introduction
of
competing
technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute
resolutions; new laws and governmental regulations.  The foregoing list of factors is not exhaustive.  Investors
and
shareholders
should
carefully
consider
the
foregoing
factors
and
the
other
risks
and
uncertainties
that
affect Office Depot’s business described in its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other documents filed from time to time with the SEC.  Office Depot does not
assume any obligation to update these forward-looking statements.
Discussion of Forward-Looking Statements

3
OFFICEMAX SAFE HARBOR STATEMENT
Certain statements made in this document and other written or oral statements made by or on behalf of
OfficeMax
constitute
"forward-looking
statements"
within
the
meaning
of
the
federal
securities
laws,
including
statements regarding OfficeMax's future performance, as well as management's expectations, beliefs,
intentions, plans, estimates or projections relating to the future.  OfficeMax cannot guarantee that the
macroeconomy will perform within the assumptions underlying its projected outlook; that its initiatives will be
successfully executed and produce the results underlying its expectations, due to the uncertainties inherent in
new initiatives, including customer acceptance, unexpected expenses or challenges, or slower-than-expected
results from initiatives; or that its actual results will be consistent with the forward-looking statements and you
should not place undue reliance on them.  In addition, forward-looking statements could be affected by the
following additional factors, among others, related to the business combination:  the occurrence of any event,
change or other circumstances that could give rise to the termination of the merger agreement or the failure to
satisfy closing conditions; the ability to obtain regulatory approvals or third-party approvals for the transaction
and
the
timing
and
conditions
for
such
approvals;
the
ability
to
obtain
approval
of
the
merger
by
the
stockholders of OfficeMax and Office Depot; the risk that the synergies from the transaction may not be realized
or
may
take
longer
to
realize
than
expected;
disruption
from
the
transaction
making
it
more
difficult
to
maintain
relationships with customers, employees or suppliers; the ability to successfully integrate the businesses,
unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated;
the inability to retain key personnel; future regulatory or legislative actions that could adversely affect OfficeMax
and Office Depot; and business plans of the customers and suppliers of OfficeMax and Office Depot.  The
forward-looking
statements
made
herein
are
based
on
current
expectations
and
speak
only
as
of
the
date
they
are
made.
OfficeMax
undertakes
no
obligation
to
publicly
update
or
revise
any
forward-looking
statement,
whether
as
a
result
of
future
events,
new
information
or
otherwise.
Important
factors
regarding
OfficeMax
that
may
cause
results
to
differ
from
expectations
are
included
in
OfficeMax's
Annual
Report
on
Form
10-K
for
the
year ended December 31, 2011, under 1A "Risk Factors", and in OfficeMax's other filings with the SEC.
Discussion of Forward-Looking Statements

4
NO OFFER OR SOLICITATION
This
communication
is
not
intended
to
and
does
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction in connection with the transaction or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable law.  No offer of securities shall be
made
except
by
means
of
a
prospectus
meeting
the
requirements
of
Section
10
of
the
Securities
Act
of
1933,
as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Office Depot will file with the SEC a registration statement on Form S-4 that will include the Joint Proxy
Statement of Office Depot and OfficeMax that also constitutes a prospectus of Office Depot.  Office Depot and
OfficeMax plan to mail the Joint Proxy Statement/Prospectus to their respective shareholders in connection with
the transaction.  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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT OFFICE DEPOT, OFFICEMAX, THE TRANSACTION AND RELATED MATTERS. 
Investors
and
shareholders
will
be
able
to
obtain
free
copies
of
the
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 will be able to obtain free copies of the 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 561-438-3657, and will be
able to obtain free copies of the 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.
Additional Information

5
PARTICIPANTS IN THE SOLICITATION
Office Depot and OfficeMax and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the respective shareholders of Office Depot and OfficeMax in
respect of the transaction described the Joint Proxy Statement/Prospectus. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation of the respective shareholders
of Office Depot and OfficeMax in connection with the proposed transaction, including a description of their
direct
or
indirect
interests,
by
security
holdings
or
otherwise,
will
be
set
forth
in
the
Joint
Proxy
Statement/Prospectus
when
it
is
filed
with
the
SEC.
Information
regarding
Office
Depot’s
directors
and
executive officers is contained in Office Depot’s Annual Report on Form 10-K for the year ended December 29,
2012 and its Proxy Statement on Schedule 14A, dated March 15, 2012, which are filed with the SEC. 
Information regarding OfficeMax’s directors and executive officers is contained in OfficeMax’s Annual Report on
Form 10-K for the year ended December 31, 2011 and its Proxy Statement on Schedule 14A, dated March 20,
2012, which are filed with the SEC.
Additional Information

6
Transaction 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
•
Combined company positioned for sustainable long-term
value creation, including anticipated annual synergies of
$400-$600 million and improved cash flows
•
Combined company’s newly constituted Board of Directors to
include equal representation from each of the two companies
1
Pro forma combined revenue for the 12 months ended December 29, 2012

Transaction Highlights
7
Anticipated Close
Calendar year 2013
Transaction
Consideration
Pro Forma
Ownership
Governance
&
Management
Other Provisions
Approval Process
Tax-free stock-for-stock merger
2.69 Office Depot common shares per OfficeMax common share
If BC Partners is redeemed in full: 54% Office Depot, 46% OfficeMax
If BC Partners converts half of their preferred shares into common shares:
51% Office Depot, 44% OfficeMax, 5% BC Partners
New Board of Directors with equal representation from each company
Neil Austrian, the Chairman and CEO of Office Depot, and Ravi
Saligram, the President and CEO of OfficeMax will remain in their
current
positions
through
the
completion
of
the
new
CEO
search
process
Both incumbent CEOs, as well as external candidates, will be considered in
the new CEO search process
The combined company’s management team will draw upon experienced
group of leaders from both companies
OfficeMax has the ability to declare a special dividend of up to $131mm /
$1.50 per common share, which would not affect exchange ratio
Stockholder approval by both companies required
BC Partners has already agreed to vote in favor of the deal
Transaction is subject to regulatory approval

8
Key Strategic Benefits of the Merger of Equals
Transaction
•
Enhanced financial performance
•
Increased scale and competitiveness
•
Global footprint
•
Improved customer experience
•
Accelerated innovation
Combined company will leverage talented associates and
Combined company will leverage talented associates and
managers with deep industry knowledge
managers with deep industry knowledge
Office Depot and OfficeMax are a compelling strategic fit
Office Depot and OfficeMax are a compelling strategic fit

9
Enhanced Financial Performance
•
Pro forma combined North American cost base of
approximately $14 billion
•
$400-$600 million of total annual synergies mutually
identified
–
Driven by purchasing efficiencies, supply chain,
advertising, headcount reduction & other G&A
•
Expect $350-$450 million of one-time costs to achieve
and transaction expenses and expect capital investment
of approximately $200 million
•
International operations are complementary and are not
expected to deliver significant synergies

Increased Scale and Competitiveness
•
Well positioned to optimize shared multichannel sales platform
and distribution network, primarily in North America
•
Size and scale allow for expanded multichannel capabilities to
better serve customers
•
Combined company better able to compete against larger
players (e.g., Wal-Mart, Amazon, Costco, Target)
•
Better able to make the necessary investments to grow
e-commerce platform and enhance systems to provide a
seamless customer experience across channels
•
Global reach strengthens portfolio of products, services and
solutions to customers worldwide
10

11
Global Footprint
Strong position in multiple geographies
Strong position in multiple geographies

Improved Customer Experience
•
Continued focus on a high level of service
•
Improved omnichannel capabilities to better serve our
valued customers
•
Products, services and solutions that enable customers to
work more efficiently and productively
•
Accelerate change in the office solutions business,
bringing to customers innovative solutions for today’s
workplace
•
Provide customers with a seamless experience across retail
stores, direct sales, telesales and digital environments
12
Build lasting brand loyalty
Build lasting brand loyalty

Accelerated Innovation
•
Sharing customer insights and learnings from
innovative pilot programs underway to better
identify and fulfill evolving customer needs
•
Improved and expanded e-commerce offerings
•
Complementary capabilities will provide customers
with better solutions faster and more efficiently
13

14
Conclusion
•
Two leading companies combine to build a stronger, more
efficient competitor
•
Customers to benefit from innovative products, services and
solutions available through a global, multichannel network
•
Long-term value creation, including anticipated  annual
synergies of $400-$600 million
•
Significant cash generation and liquidity to fund internal and
external opportunities
Creates
$18
billion
1
global
office
solutions
company
to
meet growing challenges of a rapidly changing industry
1
Pro forma combined revenue for the 12 months ended December 29, 2012

15
Q & A

Creating a Stronger, More Efficient
Competitor Able to Meet Growing
Challenges of a Rapidly Changing Industry