NAPERVILLE, Ill., Nov. 5, 2013 /PRNewswire/ -- OfficeMax® Incorporated (NYSE:OMX), a leading provider of office and facility supplies, technology and services, today announced the results for its fiscal third quarter ended September 28, 2013.

Consolidated Results

Reported Results

Total sales were $1,664.9 million in the third quarter of 2013, as compared to $1,744.6 in the third quarter of 2012. For the third quarter of 2013, OfficeMax reported operating income of $66.8 million compared to operating income of $33.5 million in the third quarter of 2012; and net income available to OfficeMax common shareholders of $30.4 million, or $0.34 per diluted share, compared to $433.0 million, or $4.92 per diluted share in the third quarter of 2012.

Adjusted Results

"In the third quarter, we continued to experience soft sales overall and weak margins within our Contract business, due to a competitive global environment," said Ravi Saligram, President and CEO of OfficeMax. "However, through our strategic initiatives, we continue to lay the foundation for evolving our business model. We believe that these initiatives, in combination with the anticipated annual cost synergies from our pending merger with Office Depot, will position the combined company well for success."



     Consolidated
      (in
      millions,
     except
     per-
     share
     amounts)      3Q13           3Q12           YTD13          YTD12
     ------------  ----           ----           -----          -----

    Sales               $1,664.9       $1,744.6       $4,964.6       $5,219.9
    -----               --------       --------       --------       --------

    Sales
     decline
     (from
     prior
     year
     period)                -4.6%                         -4.9%
    --------                ----                          ----

    Adjusted
     sales
     decline
     (from
     prior
     year
     period)*               -3.4%                         -3.9%
    ---------               ----                          ----

    Gross
     profit               $417.5         $460.4       $1,263.8       $1,352.7
    -------               ------         ------       --------       --------

    Gross
     profit
     margin                 25.1%          26.4%          25.5%          25.9%
    -------                 ----           ----           ----           ----

    Adjusted
     operating
     income*               $28.4          $42.7          $61.6         $104.8
    ----------             -----          -----          -----         ------

    Adjusted
     operating
     income
     margin*                 1.7%           2.4%           1.2%           2.0%
    ----------               ---            ---            ---            ---

    Adjusted
     net
     income
     available
     to
     OfficeMax
     common
     shareholders*         $13.6          $22.2          $25.5          $50.7
    --------------         -----          -----          -----          -----

    Adjusted
     diluted
     income
     per
     common
     share*                $0.15          $0.25          $0.29          $0.58
    --------               -----          -----          -----          -----

    *Adjusted sales, adjusted
     operating income, adjusted
     operating income margin,
     adjusted net income available
     to OfficeMax common
     shareholders, and adjusted
     diluted income per share are
     non-GAAP financial measures
     that exclude the effect of
     certain items and charges
     described in the footnotes to
     the accompanying financial
     statements.  A reconciliation
     to the company's GAAP financial
     results is included in this
     press release.

Excluding the impact of changes in foreign exchange rates, the impact of stores closed and opened, and the difference in the number of business days in the quarter compared to the same quarter last year, adjusted sales for the third quarter of 2013 decreased 3.4% from the third quarter of 2012.

For the third quarter of 2013, adjusted operating income was $28.4 million, or 1.7% of sales, compared to $42.7 million, or 2.4% of sales, in the third quarter of 2012; and adjusted net income available to OfficeMax common shareholders was $13.6 million, or $0.15 per diluted share, compared to $22.2 million, or $0.25 per diluted share, in the third quarter of 2012.

The third quarter of 2013 adjusted figures in the preceding paragraph exclude income of $47.7 million for the recognition of deferred gains related to OfficeMax's investment in Boise Cascade Holdings, L.L.C. and dividend income of $25.4 million related to OfficeMax's voting securities held in Boise Cascade Holdings, L.L.C. reflected in the Corporate and Other segment, as well as charges of $30.5 million in our Corporate and Other segment for certain costs related to our pending merger with Office Depot, and charges of $4.1 million associated with store closures in the U.S. The third quarter of 2012 adjusted figures exclude a non-cash gain of $670.8 million related to the extinguishment of non-recourse debt guaranteed by Lehman Brothers Holdings, Inc. and $11.4 million of expenses to impair fixed assets associated with certain stores and to record a change in the estimated lease obligation of a previously closed store in the U.S. The third quarter of 2012 adjusted figures also exclude $2.2 million of dividend income from the investment in Boise Cascade Holdings, L.L.C. Series A Units, which were subsequently redeemed in the first quarter of 2013. The net effect of these items increased net income by $16.7 million, or $0.19 per diluted share, for the third quarter of 2013, and increased net income by $410.7 million, or $4.67 per diluted share, for the third quarter of 2012.

Contract Segment Results

Contract segment sales decreased 4.4% compared to the prior year period to $841.9 million in the third quarter of 2013. This decrease reflected a U.S. Contract operations sales decrease of 3.6% and an international Contract operations sales decrease of 6.5% in U.S. dollars (a decrease of 0.8% on a local currency basis). The U.S. Contract performance reflects weaker sales to existing corporate accounts.



    Contract  (in
     millions)          3Q13        3Q12        YTD13          YTD12
    -------------       ----        ----        -----          -----

    Sales                   $841.9      $880.9       $2,612.8       $2,720.3
    -----                   ------      ------       --------       --------

    Sales decline (from
     prior year period)       -4.4%                      -4.0%
    -------------------       ----                       ----

    Gross profit margin       20.7%       22.8%          21.8%          22.5%
    -------------------       ----        ----           ----           ----

    Segment income            $8.8       $26.5          $41.3          $79.3
    --------------            ----       -----          -----          -----

    Segment income
     margin                    1.0%        3.0%           1.6%           2.9%
    --------------             ---         ---            ---            ---

Contract segment gross profit margin decreased to 20.7% in the third quarter of 2013 from 22.8% in the third quarter of 2012, primarily reflecting lower customer margins in U.S. Contract and International Contract. Contract segment operating, selling and general and administrative expenses as a percentage of sales decreased to 19.6% in the third quarter of 2013 from 19.8% in the third quarter of 2012 primarily due to lower incentive compensation expense and net favorable legal and sales tax settlements, partially offset by continued investments in growth and profitability initiatives. Contract segment income was $8.8 million, or 1.0% of sales, in the third quarter of 2013 compared to $26.5 million, or 3.0% of sales, in the third quarter of 2012.

Retail Segment Results

Retail segment sales in the third quarter of 2013 decreased 4.7% to $823.0 million compared to the third quarter of 2012, reflecting a same-store sales decrease on a local currency basis of 2.8% primarily due to decreased traffic and lower technology product category sales. The decrease reflected a U.S. Retail operations same-store sales decrease of 2.8%, and a Mexico retail operations same-store sales decrease of 2.2% on a local currency basis.



    Retail  (in
     millions)          3Q13        3Q12        YTD13          YTD12
    -----------         ----        ----        -----          -----

    Sales                   $823.0      $863.7       $2,351.8       $2,499.6
    -----                   ------      ------       --------       --------

    Same-store sales
     decline on a local
     currency basis           -2.8%                      -4.0%
    -------------------       ----                       ----

    Gross profit margin       29.6%       30.0%          29.6%          29.6%
    -------------------       ----        ----           ----           ----

    Segment income           $26.2       $27.7          $44.4          $53.4
    --------------           -----       -----          -----          -----

    Segment income
     margin                    3.2%        3.2%           1.9%           2.1%
    --------------             ---         ---            ---            ---

Retail segment gross profit margin decreased to 29.6% in the third quarter of 2013 from 30.0% in the third quarter of 2012 primarily reflecting an expiration of favorable purchase accounting for leases as of the end of fiscal 2012, and deleveraging of occupancy costs due to lower sales. Retail segment operating, selling and general and administrative expenses as a percentage of sales decreased to 26.4% in the third quarter of 2013 from 26.8% in the third quarter of 2012, primarily due to favorable sales and property tax settlements, lower store payroll expense, and reduced advertising expenses. Retail segment income was $26.2 million, or 3.2% of sales, in the third quarter of 2013 compared to $27.7 million, or 3.2% of sales, in the third quarter of 2012.

OfficeMax ended the third quarter of 2013 with a total of 921 Retail stores, consisting of 828 Retail stores in the U.S. and 93 Retail stores in Mexico. During the third quarter of 2013, OfficeMax closed 15 stores and opened one store in the U.S.; and opened three stores in Mexico.

Corporate and Other Segment Results

The Corporate and Other segment includes support staff services and certain other expenses that are not fully allocated to the Contract and Retail segments. Corporate and Other segment operating, selling and general and administrative expenses were $6.7 million in the third quarter of 2013 compared to $11.5 million in the third quarter of 2012 primarily due to favorable sales tax settlements and cost reductions in the third quarter of 2013.

Balance Sheet and Cash Flow

As of September 28, 2013, OfficeMax had total debt of $232.4 million, excluding $735.0 million of non-recourse debt related to the Wells Fargo-backed timber notes.

During the first nine months of 2013, OfficeMax generated $85.2 million of cash flow from operations and invested $65.3 million in capital expenditures. In July of 2013, OfficeMax received a $71.8 million distribution from Boise Cascade Holdings, L.L.C. of which $25.4 million was recorded as dividend income and included in cash provided by operations, and the remaining $46.4 million was recorded as a reduction in the carrying value of the Boise investment and classified as cash provided by investment.

In July of 2013, OfficeMax paid a special dividend to common shareholders of $130.7 million in cash.

Merger Update

On February 20, 2013, OfficeMax and Office Depot announced their entry into an agreement to combine their companies in a merger of equals. On July 10, 2013, stockholders of both companies approved the merger. The companies received FTC clearance for the merger on November 1, 2013 and expect to close the transaction after market close on November 5, 2013. Additional information about the merger process can be found in the "Investors" section of the OfficeMax website.

Additional Comments

OfficeMax expects to post further comments by its President and CEO, Ravi Saligram, and its SVP of Finance, Interim Chief Financial Officer and Chief Accounting Officer, Deb O'Connor, regarding its third quarter 2013 financial results. The comments will be available by visiting the SEC Filings section of the OfficeMax Investor Relations website at investor.officemax.com.

About OfficeMax

OfficeMax Incorporated (NYSE: OMX) is a leader in integrating products, solutions and services for the workplace, whether for business or at home. The OfficeMax mission is simple: We provide workplace innovation that enables our customers to work better. The company provides office supplies and paper, print and document services, technology products and solutions, and furniture to businesses and consumers. OfficeMax consumers and business customers are served by approximately 28,000 associates through OfficeMax.com; OfficeMaxWorkplace.com and Reliable.com; more than 900 stores in the U.S. and Mexico; and direct sales and catalogs. OfficeMax has been named one of the 2013 World's Most Ethical Companies, and is the only company in the office supply industry to receive Ethics Inside(®) Certification by the Ethisphere Institute. To find the nearest OfficeMax, call 1-877-OFFICEMAX. For more information, visit www.OfficeMax.com.

All trademarks, service marks and trade names of OfficeMax Incorporated used herein are trademarks or registered trademarks of OfficeMax Incorporated. Any other product or company names mentioned herein are the trademarks of their respective owners.

FORWARD-LOOKING STATEMENTS
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 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.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
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 in any jurisdiction in connection with the proposed merger of OfficeMax 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. Office Depot has filed with the SEC a registration statement on Form S-4 that includes a definitive Joint Proxy Statement of Office Depot and OfficeMax that also constitutes a definitive prospectus of Office Depot. The registration statement was declared effective by the SEC on June 7, 2013. OfficeMax and Office Depot mailed the definitive Joint Proxy Statement/Prospectus to their respective shareholders in connection with the transaction on or about June 10, 2013. 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 OFFICE DEPOT, OFFICEMAX, THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are able to 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 are able to obtain free copies of the definitive 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, and are able to 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, FL 33496 or by calling 561-438-7878.



    Investor Contact      Media Contact

    Mike Steele           Julie Treon

    630 864 6826                  630 864 6155



                      OFFICEMAX INCORPORATED AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF OPERATIONS

                                    (unaudited)

                       (thousands, except per-share amounts)


                                 Quarter Ended
                                 -------------

                                 September 28,                September 29,

                                                    2013                         2012
                                                    ----                         ----


    Sales                                     $1,664,859                   $1,744,579

    Cost
     of
     goods
     sold
     and
     occupancy
     costs                                     1,247,373                    1,284,177
                                               ---------                    ---------

         Gross
         profit                                  417,486                      460,402


     Operating
     expenses:

     Operating,
     selling
     and
     general
     and
     administrative
     expenses
     (a)                                         389,127                      415,511

     Asset
     impairments
     and
     other
     operating
     expenses
     (income),
     net
     (b)                                         (38,429)                      11,432
                                                 -------                       ------

     Total
     operating
     expenses                                    350,698                      426,943


         Operating
         income                                   66,788                       33,459
                                                  ------                       ------


     Other
     income
     (expense):

       Interest
       expense                                   (16,643)                     (16,873)

       Interest
       income                                     10,687                       11,003

      Gain
       on
       extinguishment
       of
       non-
       recourse
       debt
       (c)                                             -                      670,766

       Other
       income
       (expense),
       net                                           (97)                         224
                                                     ---                          ---

                                                  (6,053)                     665,120
                                                  ------                      -------


    Pre-
     tax
     income                                       60,735                      698,579

     Income
     tax
     expense                                     (28,400)                    (263,331)
                                                 -------                     --------



    Net
     income
     attributable
     to
     OfficeMax
     and
     noncontrolling
     interest                                     32,335                      435,248

     Joint
     venture
     results
     attributable
     to
     noncontrolling
     interest                                     (1,448)                      (1,740)
                                                  ------                       ------


    Net
     income
     attributable
     to
     OfficeMax                                    30,887                      433,508


     Preferred
     dividends                                      (507)                        (522)
                                                    ----                         ----


    Net
     income
     available
     to
     OfficeMax
     common
     shareholders                                $30,380                     $432,986
                                                 =======                     ========


     Basic
     income
     per
     common
     share:                                        $0.35                        $5.00
                                                   =====                        =====


     Diluted
     income
     per
     common
     share:                                        $0.34                        $4.92
                                                   =====                        =====


     Weighted
     Average
     Shares

      Basic                                       87,239                       86,661

      Diluted                                     89,183                       88,104


    (a)  The third quarter of
     2012 includes $2.2
     million of dividend
     income related to
     OfficeMax's non-voting
     securities held in Boise
     Cascade Holdings, L.L.C.
     The effect of the
     dividends increased net
     income by $1.3 million,
     or $0.02 per diluted
     share, for the third
     quarter of 2012.


    (b)  The third quarter of
     2013 includes income of
     $47.7 million in our
     Corporate segment
     associated with our
     investment in Boise
     Cascade Holdings, L.L.C.
     for the partial
     recognition of the
     deferred gain from the
     2004 sale of our paper,
     forest products and
     timberland assets and
     dividend income of $25.4
     million from the voting
     securities held in Boise
     Cascade Holdings, L.L.C.
     The third quarter of 2013
     also includes charges of
     $30.5 million in our
     Corporate segment for
     certain costs related to
     our pending merger with
     Office Depot, portions of
     which may not be
     deductible for tax
     purposes, and charges
     recorded in our Retail
     segment related to store
     closures in the U.S. of
     $4.1 million. The net
     effect of the these items
     increased net income by
     $16.7 million, or $0.19
     per diluted share, for
     the third quarter of
     2013. The third quarter
     of 2012 includes a charge
     to impair fixed assets
     associated with certain
     Retail stores in the U.S.
     and a charge related to a
     change in the estimated
     lease obligation of a
     closed domestic store.
     These items totaled $11.4
     million and reduced
     income available to
     OfficeMax common
     shareholders by $7.0
     million, or $0.08 per
     diluted share, for the
     third quarter of 2012.


    (c)  The third quarter of
     2012 includes a non-cash
     gain of $670.8 million
     related to an agreement
     that legally extinguished
     the Company's non-
     recourse debt guaranteed
     by Lehman Brothers
     Holdings, Inc.  The gain
     increased net income
     available to OfficeMax
     common shareholders by
     $416.4 million, or $4.73
     per diluted share, for
     the third quarter of
     2012.

                                                                     OFFICEMAX INCORPORATED AND SUBSIDIARIES

                                                                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                   (unaudited)

                                                                      (thousands, except per-share amounts)


                                                                                                             Nine Months Ended
                                                                                                             -----------------

                                                                                                               September 28,            September 29,

                                                                                                                                  2013                     2012
                                                                                                                                  ----                     ----


    Sales                                                                                                                   $4,964,637               $5,219,890

    Cost of goods sold and occupancy costs                                                                                   3,700,854                3,867,198
                                                                                                                             ---------                ---------

        Gross profit                                                                                                         1,263,783                1,352,692


    Operating expenses:

    Operating, selling and general and administrative expenses (a)                                                           1,201,164                1,241,598

    Asset impairments and other operating expenses (income), net (b)                                                          (105,197)                  36,698
                                                                                                                              --------                   ------

    Total operating expenses                                                                                                 1,095,967                1,278,296


        Operating income                                                                                                       167,816                   74,396
                                                                                                                               -------                   ------


    Other income (expense):

      Interest expense                                                                                                         (49,999)                 (52,690)

      Interest income                                                                                                           32,156                   32,820

      Gain on extinguishment of non-recourse debt (c)                                                                                -                  670,766

      Other income (expense), net                                                                                                 (274)                     449
                                                                                                                                  ----                      ---

                                                                                                                               (18,117)                 651,345
                                                                                                                               -------                  -------


    Pre-tax income                                                                                                             149,699                  725,741

    Income tax expense                                                                                                         (68,661)                (272,251)
                                                                                                                               -------                 --------



    Net income attributable to OfficeMax and noncontrolling interest                                                            81,038                  453,490

    Joint venture results attributable to noncontrolling interest                                                               (2,843)                  (3,345)
                                                                                                                                ------                   ------


    Net income attributable to OfficeMax                                                                                        78,195                  450,145


    Preferred dividends                                                                                                         (1,514)                  (1,581)
                                                                                                                                ------                   ------


    Net income available to OfficeMax common shareholders                                                                      $76,681                 $448,564
                                                                                                                               =======                 ========


    Basic income per common share:                                                                                               $0.88                    $5.18
                                                                                                                                 =====                    =====


    Diluted income per common share:                                                                                             $0.86                    $5.12
                                                                                                                                 =====                    =====


    Weighted Average Shares

      Basic                                                                                                                     87,063                   86,526

      Diluted                                                                                                                   88,692                   87,979

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                             OFFICEMAX INCORPORATED AND SUBSIDIARIES

                              CONDENSED CONSOLIDATED BALANCE SHEETS

                                           (unaudited)

                                           (thousands)


                                               September 28,         December 29,

                                                             2013                2012
                                                             ----                ----


    ASSETS

    Current assets:

      Cash and cash
       equivalents                                       $504,201            $495,056

      Receivables, net                                    549,597             528,279

      Inventories                                         697,724             812,454

      Deferred income
       taxes and
       receivables                                         59,431              68,568

      Other current assets                                 67,756              79,527
                                                           ------              ------

        Total current assets                            1,878,709           1,983,884


    Property and
     equipment:

      Property and
       equipment                                        1,326,880           1,338,837

      Accumulated
       depreciation                                      (997,420)           (986,611)
                                                         --------            --------

        Property and
         equipment, net                                   329,460             352,226


    Intangible assets,
     net                                                   79,096              80,765

    Investment in Boise
     Cascade Holdings,
     L.L.C.                                                40,896             175,000

    Timber notes
     receivable                                           817,500             817,500

    Deferred income
     taxes                                                 50,240             108,759

    Other non-current
     assets                                               232,785             266,181
                                                          -------             -------


        Total assets                                   $3,428,686          $3,784,315
                                                       ==========          ==========


    LIABILITIES AND
     EQUITY

    Current liabilities:

      Accounts payable                                   $573,838            $699,636

      Income taxes payable                                  1,369               4,222

      Accrued liabilities
       and other                                          350,506             342,551

      Current portion of
       debt                                                 6,620              10,232
                                                            -----              ------

        Total current
         liabilities                                      932,333           1,056,641


      Long-term debt,
       less current
       portion                                            225,736             225,962

      Non-recourse debt                                   735,000             735,000


    Other long-term
     obligations:

      Compensation and
       benefits                                           342,569             365,568

      Deferred gain on
       sale of assets                                      42,008             179,757

      Other long-term
       liabilities                                        122,309             142,397

        Total other long-
         term liabilities                                 506,886             687,722


    Noncontrolling
     interest in joint
     venture                                               62,062              44,617


    Shareholders'
     equity:

      Preferred stock                                      26,245              27,391

      Common stock                                        218,585             217,209

      Additional paid-in
       capital                                          1,011,080           1,018,667

      Accumulated deficit                                (150,220)            (91,373)

      Accumulated other
       comprehensive loss                                (139,021)           (137,521)
                                                         --------            --------

    Total shareholders'
     equity                                               966,669           1,034,373


    Total liabilities
     and equity                                        $3,428,686          $3,784,315
                                                       ==========          ==========



                                         OFFICEMAX INCORPORATED AND SUBSIDIARIES

                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       (unaudited)

                                                       (thousands)


                                                    Nine Months Ended
                                                    -----------------

                                                      September 28,                  September 29,

                                                                         2013                          2012
                                                                         ----                          ----


    Cash provided by operations:

    Net income
     attributable to
     OfficeMax and
     noncontrolling
     interest                                                         $81,038                      $453,490

    Non-cash items in net income:

      Deferred gain from
       investment in Boise
       Cascade Holdings,
       L.L.C.                                                        (137,523)                            -

      Depreciation and
       amortization                                                    55,930                        55,704

      Non-cash impairment
       charges                                                              -                         9,791

      Non-cash gain on
       extinguishment of
       non-recourse debt                                                    -                      (670,766)

      Deferred income tax
       expense                                                         62,977                       250,337

      Other                                                            46,398                        29,456

    Changes in operating assets and liabilities:

      Receivables                                                     (18,886)                       28,360

      Inventories                                                     108,787                        69,038

      Accounts payable and
       accrued liabilities                                           (136,012)                      (22,625)

      Current and deferred
       income taxes                                                    (3,013)                       12,810

      Collection of
       dividends receivable
       related to investment
       in Boise Cascade
       Holdings, L.L.C.                                                46,137                             -

      Other                                                           (20,609)                      (57,765)
                                                                      -------                       -------

        Cash provided by
         operations                                                    85,224                       157,830


    Cash provided by (used for) investment:

       Expenditures for
        property and
        equipment                                                     (65,285)                      (48,173)

       Return of investment
        in Boise Cascade
        Holdings, L.L.C.                                              134,104                             -

       Proceeds from sale of
        assets                                                          3,833                         1,667

       Other                                                             (997)                            -
                                                                         ----                           ---

        Cash provided by (used
         for) investment                                               71,655                       (46,506)


    Cash used for financing:

    Cash dividends paid                                              (136,934)                       (2,792)

    Changes in debt, net                                               (3,793)                      (31,909)

    Other                                                              (3,315)                       (1,005)
                                                                       ------                        ------

        Cash used for
         financing                                                   (144,042)                      (35,706)


    Effect of exchange
     rates on cash and
     cash equivalents                                                  (3,692)                        3,293

    Increase in cash and
     cash equivalents                                                   9,145                        78,911

    Cash and cash
     equivalents at
     beginning of period                                              495,056                       427,111
                                                                      -------                       -------


    Cash and cash
     equivalents at end of
     period                                                          $504,201                      $506,022
                                                                     ========                      ========



                                                             OFFICEMAX INCORPORATED AND SUBSIDIARIES

                                                              CONTRACT SEGMENT STATEMENTS OF INCOME

                                                                           (unaudited)

                                                                           (millions)



                                                  Quarter Ended
                                                  -------------

                                                    September 28,                                         September 29,

                                                                       2013                                                 2012
                                                                       ----                                                 ----


    Sales                                                            $841.9                                               $880.9


    Gross profit                                                      174.1                   20.7%                        200.9       22.8%

    Operating,
     selling and
     general and
     administrative
     expenses                    165.3                                        19.6%                 174.4                        19.8%
                                 -----                                                              -----

    Segment
     income                                                            $8.8                    1.0%                        $26.5        3.0%
                                                                       ====                    ===                         =====        ===


    Note: Totals may not sum down due to rounding.


                                                Nine Months Ended
                                                -----------------

                                                    September 28,                                         September 29,

                                                                       2013                                                 2012
                                                                       ----                                                 ----


    Sales                                                          $2,612.8                                             $2,720.3


    Gross profit                                                      568.6                   21.8%                        612.3       22.5%

    Operating,
     selling and
     general and
     administrative
     expenses                    527.3                                        20.2%                 533.0                        19.6%
                                 -----                                                              -----

    Segment
     income                                                           $41.3                    1.6%                        $79.3        2.9%
                                                                      =====                    ===                         =====        ===


    Note: Totals may not sum down due to rounding.



    Note:  Management evaluates
     the segments' performances
     using segment income which
     is based on operating
     income  after eliminating
     the effect of certain
     legacy operating items such
     as income associated with
     our investment in Boise
     Cascade Holdings, L.L.C.
     and certain other operating
     items such as store closure
     costs, costs related to our
     pending merger with Office
     Depot and severance
     charges, all of which are
     not indicative of our core
     operations.



                                                             OFFICEMAX INCORPORATED AND SUBSIDIARIES

                                                               RETAIL SEGMENT STATEMENTS OF INCOME

                                                                           (unaudited)

                                                                           (millions)



                                                  Quarter Ended
                                                  -------------

                                                    September 28,                                         September 29,

                                                                       2013                                                 2012
                                                                       ----                                                 ----


    Sales                                                            $823.0                                               $863.7


    Gross profit                                                      243.4                   29.6%                        259.5       30.0%

    Operating,
     selling and
     general and
     administrative
     expenses                    217.1                                        26.4%                 231.8                        26.8%
                                 -----                                                              -----

    Segment
     income                                                           $26.2                    3.2%                        $27.7        3.2%
                                                                      =====                    ===                         =====        ===


    Note: Totals may not sum down due to rounding.


                                                Nine Months Ended
                                                -----------------

                                                    September 28,                                         September 29,

                                                                       2013                                                 2012
                                                                       ----                                                 ----


    Sales                                                          $2,351.8                                             $2,499.6


    Gross profit                                                      695.2                   29.6%                        740.4       29.6%

    Operating,
     selling and
     general and
     administrative
     expenses                                                         650.8                   27.7%                        687.0       27.5%
                                                                      -----                                                -----

    Segment
     income                                                           $44.4                    1.9%                        $53.4        2.1%
                                                                      =====                    ===                         =====        ===


    Note: Totals may not sum down due to rounding.



    Note:  Management evaluates
     the segments' performances
     using segment income which
     is based on operating
     income  after eliminating
     the effect of certain
     legacy operating items such
     as income associated with
     our investment in Boise
     Cascade Holdings, L.L.C.
     and certain other operating
     items such as store closure
     costs, costs related to our
     pending merger with Office
     Depot and severance
     charges, all of which are
     not indicative of our core
     operations.

Reconciliation of non-GAAP Measures to GAAP Measures

In addition to assessing our operating performance as reported under U.S. generally accepted accounting principles ("GAAP"), we evaluate our results of operations before non-operating legacy items, certain legacy operating items such as income associated with our Boise Investment, and certain other operating items such as store closure costs, costs related to our pending merger with Office Depot, and severance charges, all of which are not indicative of our core operations. We believe our presentation of financial measures before, or excluding, these items, which are non-GAAP measures, enhances our investors' overall understanding of our operational performance and provides useful information to both investors and management to evaluate the ongoing operations and prospects of OfficeMax by providing better comparisons. Whenever we use non-GAAP financial measures, we designate these measures as "adjusted" and provide a reconciliation of the non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure. In the following tables, we reconcile our non-GAAP financial measures to our reported GAAP financial results.

Although we believe the non-GAAP financial measures enhance an investor's understanding of our performance, our management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The non-GAAP financial measures we use may not be consistent with the presentation of similar companies in our industry. However, we present such non-GAAP financial measures in reporting our financial results to provide investors with an additional tool to evaluate our operating results in a manner that focuses on what we believe to be our ongoing business operations.



                                                              OFFICEMAX INCORPORATED AND SUBSIDIARIES

                                                               CONSOLIDATED STATEMENTS OF OPERATIONS

                                                           NON-GAAP RECONCILIATION  - OPERATING RESULTS

                                                                            (unaudited)

                                                               (millions, except per-share amounts)


                                            Quarter Ended
                                           -------------

                         September 28, 2013                                  September 29, 2012
                         ------------------                                  ------------------

                                 As                                                     As                 As                                 As

                              Reported                  Adjustments                  Adjusted           Reported       Adjustments         Adjusted
                              --------                  -----------                  --------           --------       -----------         --------


    Sales                          $1,664.9                 $            -                $1,664.9           $1,744.6      $            -       $1,744.6

    Cost of goods sold
     and occupancy
     costs                         $1,247.4                              -                 1,247.4            1,284.2                   -        1,284.2
                                   --------                            ---                 -------            -------                 ---        -------

        Gross profit                  417.5                              -                   417.5              460.4                   -          460.4


    Operating expenses:

    Operating, selling
     and general and
     administrative
     expenses (a)                     389.1                              -                   389.1              415.5                 2.2          417.7

    Asset impairments
     and other
     operating expenses
     (income), net (b)                (38.4)                          38.4                       -               11.4               (11.4)             -
                                      -----                           ----                     ---               ----               -----            ---

    Total operating
     expenses                         350.7                           38.4                   389.1              426.9                (9.3)         417.7


        Operating income
         (loss)                        66.8                          (38.4)                   28.4               33.5                 9.3           42.7
                                       ----                          -----                    ----               ----                 ---           ----


    Other income
     (expense):

      Interest expense                (16.6)                             -                   (16.6)             (16.9)                  -          (16.9)

      Interest income                  10.7                              -                    10.7               11.0                   -           11.0

      Gain on
       extinguishment of
       non-recourse debt
       (c)                                -                                                                     670.8              (670.8)             -

      Other expense, net               (0.1)                             -                    (0.1)               0.2                   -            0.2
                                       ----                            ---                    ----                ---                 ---            ---

                                       (6.0)                             -                    (6.0)             665.1              (670.8)          (5.7)
                                       ----                            ---                    ----              -----              ------           ----


    Pre-tax income
     (loss)                            60.7                          (38.4)                   22.3              698.6              (661.5)          37.1

    Income tax expense                (28.4)                          21.7                    (6.7)            (263.3)              250.8          (12.6)
                                      -----                           ----                    ----             ------               -----          -----


    Net income (loss)
     attributable to
     OfficeMax and
     noncontrolling
     interest                          32.3                          (16.7)                   15.6              435.2              (410.7)          24.5

    Joint venture
     results
     attributable to
     noncontrolling
     interest                          (1.4)                             -                    (1.4)              (1.7)                  -           (1.7)
                                       ----                            ---                    ----               ----                 ---           ----

    Net income (loss)
     attributable to
     OfficeMax                         30.9                          (16.7)                   14.1              433.5              (410.7)          22.8


    Preferred dividends                (0.5)                             -                    (0.5)              (0.5)                  -           (0.5)
                                       ----                            ---                    ----               ----                 ---           ----


    Net income (loss)
     available to
     OfficeMax common
     shareholders                     $30.4                         $(16.7)                  $13.6             $433.0             $(410.7)         $22.2
                                      =====                         ======                   =====             ======             =======          =====


    Basic income (loss)
     per common share:                $0.35                         $(0.19)                  $0.16              $5.00              $(4.74)         $0.26
                                      =====                         ======                   =====              =====              ======          =====


    Diluted income
     (loss) per common
     share:                           $0.34                         $(0.19)                  $0.15              $4.92              $(4.67)         $0.25
                                      =====                         ======                   =====              =====              ======          =====


    Weighted Average
     Shares

      Basic                          87,239                                                 87,239             86,661                             86,661

      Diluted                        89,183                                                 89,183             88,104                             87,587
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                                                              OFFICEMAX INCORPORATED AND SUBSIDIARIES

                                                               CONSOLIDATED STATEMENTS OF OPERATIONS

                                                           NON-GAAP RECONCILIATION  - OPERATING RESULTS

                                                                            (unaudited)

                                                               (millions, except per-share amounts)


                                          Nine Months Ended
                                         -----------------

                         September 28, 2013                                  September 29, 2012
                         ------------------                                  ------------------

                                 As                                                     As                 As                                 As

                              Reported                  Adjustments                  Adjusted           Reported       Adjustments         Adjusted
                              --------                  -----------                  --------           --------       -----------         --------


    Sales                          $4,964.6                 $            -                $4,964.6           $5,219.9      $            -       $5,219.9

    Cost of goods sold
     and occupancy
     costs                          3,700.9                              -                 3,700.9            3,867.2                   -        3,867.2
                                    -------                            ---                 -------            -------                 ---        -------

        Gross profit                1,263.8                              -                 1,263.8            1,352.7                   -        1,352.7


    Operating expenses:

    Operating, selling
     and general and
     administrative
     expenses (a)                   1,201.2                            1.0                 1,202.2            1,241.6                 6.3        1,247.9

    Asset impairments
     and other
     operating expenses
     (income), net (b)               (105.2)                         105.2                       -               36.7               (36.7)             -
                                     ------                          -----                     ---               ----               -----            ---

    Total operating
     expenses                       1,096.0                          106.2                 1,202.2            1,278.3               (30.4)       1,247.9


        Operating income              167.8                         (106.2)                   61.6               74.4                30.4          104.8
                                      -----                         ------                    ----               ----                ----          -----


    Other income
     (expense):

      Interest expense                (50.0)                             -                   (50.0)             (52.7)                  -          (52.7)

      Interest income                  32.2                              -                    32.2               32.8                   -           32.8

      Gain on
       extinguishment of
       non-recourse debt
       (c)                                -                              -                       -              670.8              (670.8)             -

      Other income
       (expense), net                  (0.3)                             -                    (0.3)               0.4                   -            0.4
                                       ----                            ---                    ----                ---                 ---            ---

                                      (18.1)                             -                   (18.1)             651.3              (670.8)         (19.4)
                                      -----                            ---                   -----              -----              ------          -----


    Pre-tax income                    149.7                         (106.2)                   43.5              725.7              (640.4)          85.4

    Income tax expense                (68.7)                          55.0                   (13.6)            (272.3)              242.5          (29.7)
                                      -----                           ----                   -----             ------               -----          -----


    Net income
     attributable to
     OfficeMax and
     noncontrolling
     interest                          81.0                          (51.2)                   29.8              453.5              (397.8)          55.7

    Joint venture
     results
     attributable to
     noncontrolling
     interest                          (2.8)                             -                    (2.8)              (3.3)                  -           (3.3)
                                       ----                            ---                    ----               ----                 ---           ----

    Net income
     attributable to
     OfficeMax                         78.2                          (51.2)                   27.0              450.1              (397.8)          52.3


    Preferred dividends                (1.5)                             -                    (1.5)              (1.6)                  -           (1.6)
                                       ----                            ---                    ----               ----                 ---           ----


    Net income
     available to
     OfficeMax common
     shareholders                     $76.7                         $(51.2)                  $25.5             $448.6             $(397.8)         $50.7
                                      =====                         ======                   =====             ======             =======          =====


    Basic income per
     common share:                    $0.88                         $(0.59)                  $0.29              $5.18              $(4.60)         $0.59
                                      =====                         ======                   =====              =====              ======          =====


    Diluted income per
     common share:                    $0.86                         $(0.58)                  $0.29              $5.12              $(4.52)         $0.58
                                      =====                         ======                   =====              =====              ======          =====



      Basic                          87,063                                                 87,063             86,526                             86,526

      Diluted                        88,692                                                 88,692             87,979                             87,458
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       at XhtmlFactory.XhtmlTableToTextConverter.GetDownConvertedText(String strInputHtml, String strWidths, Dictionary`2 dictReplacementCharsInTable)
       at PrimaryContent.GenerateASCIIContent()



                                   OFFICEMAX INCORPORATED AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                       NON-GAAP RECONCILIATION - SALES

                                                 (unaudited)

                                                 (millions)



                            Quarter Ended
                            -------------

                             September 28,                                 September 29,           Percent

                                                 2013                                        2012  Change
                                                 ----                                        ----  ------

    Sales as
     reported                                $1,664.9                                    $1,744.6          -4.6%

     Adjustment
     for
     unfavorable
     impact
     of
     change
     in
     foreign
     exchange
     rates
     (a)                                        $11.5                       $                   -

     Adjustment
     for the     business                               basis
     impact      days                                   (b)
     of          from
     closed      year-
     and         to-year
     opened      for
     stores      businesses
     and the     reporting
     difference  on a
     in                                        $(10.2)                                     $(20.7)
                                               ------                                      ------

    Sales
     adjusted    and
     for         opened
     impact      stores
     of          and
     change      change
     in          in
     foreign     number
     exchange    of
     rates,      business
     closed                                  $1,666.1                                    $1,723.9          -3.4%
                                             ========                                    ========



                          Nine Months Ended
                          -----------------

                             September 28,                                 September 29,           Percent

                                                 2013                                        2012  Change
                                                 ----                                        ----  ------

    Sales as
     reported                                $4,964.6                                    $5,219.9          -4.9%

     Adjustment
     for
     unfavorable
     impact
     of
     change
     in
     foreign
     exchange
     rates
     (a)                                         $6.0                       $                   -

     Adjustment
     for the     business                               basis
     impact      days                                   (b)
     of          from
     closed      year-
     and         to-year
     opened      for
     stores      businesses
     and the     reporting
     difference  on a
     in                                        $(27.2)                                     $(73.3)
                                               ------                                      ------

    Sales
     adjusted    and
     for         opened
     impact      stores
     of          and
     change      change
     in          in
     foreign     number
     exchange    of
     rates,      business
     closed                                  $4,943.5                                    $5,146.6          -3.9%
                                             ========                                    ========



    Note: Totals may not
     sum down due to
     rounding.


    (a) Computed by
     assuming constant
     currency exchange
     rates between
     periods.

    (b) Computed by
     reducing current
     year and prior year
     sales for stores
     opened or closed in
     the current or prior
     year and by
     adjusting prior year
     sales to reflect the
     same number of
     business days in the
     current year.

SOURCE OfficeMax Incorporated