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96
Report of Independent Registered Public Accounting Firm
TheBoard ofDirectors and Shareholders
OfficeMax Incorporated:
We have audited management’s assessment, included in the accompanying Management’s
Report on Internal Control over Financial Reporting (Item 9A(b)), that OfficeMax Incorporated and
subsidiaries (the “Company”) maintained effective internal control over financial reporting as of
December 30, 2006, based on criteria established inInternal Control—IntegratedFramework issued by
the Committee of SponsoringOrganizations of theTreadway Commission (COSO). OfficeMax
Incorporated’s management is responsiblefor maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinionon management’s assessment and an opinion on the
effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted ouraudit inaccordance withthe standards of the Public Company Accounting
OversightBoard (United States). Those standards require that we plan and perform the auditto obtain
reasonable assurance about whether effective internal control overfinancial reporting was maintained
in all material respects. Our audit included obtaining an understanding of internalcontrol over
financial reporting, evaluating management’s assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other procedures as we considered
necessary in thecircumstances. We believe that our audit provides a reasonable basis forour opinion.
A company’s internal control over financialreporting is a process designed to provide reasonable
assurance regarding thereliabilityof financial reporting and the preparation of financial statements for
external purposes in accordance withgenerally accepted accounting principles. Acompany’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assetsof the company; (2) provide reasonable assurance that transactions are
recorded as necessary topermit preparationof financial statements in accordance with generally
accepted accounting principles, and thatreceipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of thecompany; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on thefinancial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements.Also, projections of any evaluation of effectiveness tofuture periods are subject
to therisk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control
over financial reporting as of December 30, 2006, is fairly stated, inall material respects, based on
criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the TreadwayCommission (COSO). Also, in our opinion, theCompany maintained,
in all material respects, effectiveinternal control over financial reporting as of December 30, 2006,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of theTreadwayCommission (COSO).
We also have audited, inaccordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of the Company as of
December 30, 2006 and December 31,2005, andthe related consolidated statements of income
(loss), shareholders’ equity, andcash flows for each of the years in the three-year period ended
December 30, 2006, and our report dated February 28, 2007, expressed an unqualified opinion on
thoseconsolidated financial statements.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2007