Coffee Break

May 1, 2013

FINAL

Filed by OfficeMax Incorporated

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.: 1-5057

Date: May 1, 2013

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2012 OMX, Inc.

…the combined company …

would

be the third-leading online retailer

in North America based on 2011

sales, edging past previous No. 3

Apple …

according to an Internet

Retailer estimate.”

“

This deal has been anticipated for

years, given the strategic logic and

potential synergies.”

David Gober, Morgan Stanley

February 20, 2013

“

Saligram and Austrian emphasized that the

combination, which will create a company that

will do roughly $18 billion in revenue, is a

merger of equals.”

Chicago Tribune

“

…we view ODP-OMX as a compelling

opportunity…”

Brad Thomas,

Key Banc Capital Markets

March 18, 2013

“

What the Media

are Saying

What the Analysts

are Saying

Strategically, the deal makes sense, as the

companies face a changing competitive

environment.”

The New York Times

“

Internet

Retailer

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2012 OMX, Inc.

Merger Next Steps

Joint Proxy/Form S4 Registration

Statement

Regulatory Review

and Clearance

OMX and ODP Shareholder

Meetings

CEO Selection Process

•

Brand Decision

Location Decision

Integration Planning

•

In the meantime, business as usual!

•

Filed April 9, 2013

•

Requests OMX and ODP shareholder

approvals and registers the new

ODP shares to be issued upon

closing

•

Selection Committee

announced April 9, 2013

3 OMX Board members, 3

ODP members

•

Integration planning co-chairs announced

April 9, 2013

•

Bruce Besanko, OfficeMax EVP, CFO, CAO

Mike Newman, Office Depot EVP, CFO

•

Votes to approve merger

The following speaker notes were distributed with Slide 3 of this Coffee Break presentation.

• CEO Selection Committee members:

• Jim Marino (Co-Chair), OfficeMax Board member, former President and CEO of Alberto Culver Company

• Rakesh Gangwal, Non-executive Chairman of the Board of OfficeMax

• Francesca Ruiz de Luzuriaga, OfficeMax Board member

• Nigel Travis (Co-Chair), Office Depot Board member, CEO of Dunkin Donuts

• Tom Colligan, Office Depot Board member

• Marty Evans, Office Depot Board member

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2012 OMX, Inc.

Merger Information

NO OFFER OR SOLICITATION

PARTICIPANTS IN THE SOLICITATION

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2012 OMX, Inc.

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 OfficeMax’s proposed merger with Office Depot 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.

OfficeMax and Office Depot and their respective directors and executive officers may be deemed to be participants in the solicitation

of proxies from the respective shareholders of OfficeMax and Office Depot 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 OfficeMax and Office Depot in connection with the proposed transaction, including a

description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Joint Proxy

Statement/Prospectus.  Information regarding OfficeMax’s directors

Office Depot has filed with the SEC a registration statement on Form S-4 that includes a preliminary Joint Proxy Statement of

OfficeMax and Office Depot that also constitutes a preliminary prospectus of Office Depot.  The registration statement has not yet

become effective.  OfficeMax and Office Depot plan to mail the definitive 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 BECAUSE THEY

CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OFFICEMAX, OFFICE DEPOT, THE TRANSACTION AND RELATED

MATTERS.  Investors and shareholders may obtain free copies of the definitive Joint Proxy Statement/Prospectus and other

documents filed with the SEC by OfficeMax and Office Depot through the website maintained by the SEC at www.sec.gov.  

In addition, investors and shareholders may obtain free copies of the definitive Joint Proxy Statement/Prospectus and other

documents filed by OfficeMax with the SEC by contacting OfficeMax Investor Relations at 263 Shuman Blvd., Naperville, Illinois

60563 or by calling 630-864-6800, and may obtain free copies of the definitive 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,

Florida 33496 or by calling 561-438-7878.

IMPORTANT

ADDITIONAL

INFORMATION

FILED

WITH

THE

SEC

FORWARD-LOOKING STATEMENTS

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2012 OMX, Inc.

and executive officers is contained in OfficeMax’s Annual Report on Form 10-K for the year ended December 29, 2012 and its Proxy

Statement on Schedule 14A, dated March 19, 2013, which are 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, as amended, 

which is filed with the SEC.

Certain statements made in this document and other written or oral statements made by or on behalf of OfficeMax and Office Depot

constitute "forward-looking statements" within the meaning of the federal securities laws, including statements regarding both

companies’ future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to

the future.  OfficeMax and Office Depot cannot guarantee that the macroeconomy will perform within the assumptions underlying

their respective projected outlook; that their respective initiatives will be successfully executed and produce the results underlying

their respective 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 their respective 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, may take longer to realize than expected, or may cost more to achieve 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 and Office

Depot undertake 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 and Office Depot that may cause results to differ from expectations

are included in the companies’ respective Annual Reports on Form 10-K for the year ended December 29, 2012, under 1A "Risk

Factors", and in the companies’ other filings with the SEC.