Office Depot 2003 Annual Report Download - page 66

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Office Depot 2003 / Form 10-K 64
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Charles E. Brown, certify that:
1. I have reviewed this annual report on Form 10-K of Office Depot, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a mate-
rial fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the periods covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and pro-
cedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our con-
clusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has mate-
rially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other Certifying Officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons per -
forming the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial report-
ing which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the reg-
istrant’s internal control over financial reporting.
Date: February 25, 2004
/s/ CHARLES E. BROWN
Charles E. Brown
Executive Vice President, Finance and Chief Financial Officer
Exhibit 31.2