Office Depot 2007 Annual Report Download

Download and view the complete annual report

Please find the complete 2007 Office Depot annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 88

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
7Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the fiscal year ended December 29, 2007
or
Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the transition period from _ to
Commission file number 1-10948
Office Depot, Inc.
(Exact name of registrant as specified in its charter)w
Delaware 59-2663954
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 Old Germantown Road; Delray Beach, Florida 33445
(Address of principal executive offices) (Zip Code)
(561) 438-4800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, par value $0.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 5 No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No 5
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days: Yes 5 No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. 5
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer 5 Accelerated filer Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes 5 No 5
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2007 (based on the closing market price on the Composite
Tape on June 29, 2007) was approximately $8,214,241,706 (determined by subtracting from the number of shares outstanding on that date the number of
shares held by affiliates of Office Depot, Inc.).
The number of shares outstanding of the registrant’s common stock, as of the latest practicable date: At January 26, 2008, there were 272,966,730
outstanding shares of Office Depot, Inc. Common Stock, $0.01 par value.
Documents Incorporated by Reference:
Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the Office Depot, Inc. definitive Proxy
Statement for its 2008 Annual Meeting of Shareholders, which shall be filed with the Securities and Exchange Commission pursuant to Regulation 14A of
the Securities Act of 1934, as amended, within 120 days of Office Depot, Inc.’s fiscal year end.

Table of contents

  • Page 1
    ... the Securities Exchange Act of 1934 For the transition period from _ to Commission file number 1-10948 Office Depot, Inc. (Exact name of registrant as specified in its charter)w Delaware (State or other jurisdiction of incorporation or organization) 2200 Old Germantown Road; Delray Beach, Florida...

  • Page 2

  • Page 3
    ... on Accounting and Financial Disclosure...Item 9A. Controls and Procedures...Item 9B. Other Information...PART III Item 10. Directors, Executive Officers and Corporate Governance...Item 11. Executive Compensation...Item 12. Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 4
    ...Division, North American Business Solutions Division and International Division. Sales are processed through multiple channels, consisting of office supply stores, a contract sales force, an outbound telephone account management sales force, internet sites, direct marketing catalogs and call centers...

  • Page 5
    ... results of our North American Retail Division. Contract and direct customers' orders are filled primarily through our Distribution Centers ("DCs") located across the United States and Canada. Some DCs and some retail locations also house sales offices and administrative offices. We have outsourced...

  • Page 6
    ... years, this venture, Office Depot de Mexico, has grown in size and scope and now includes 157 retail locations in Mexico, Costa Rica, El Salvador, Guatemala, Honduras, and Panama, as well as call centers and distribution centers to support the delivery business in certain areas. We provide services...

  • Page 7
    ... supplies, business machines and related supplies, and office furniture under various labels, including Office Depot®, Viking Office Products®, Niceday™, Foray®, Ativa®, Break Escapes™, Worklife™ and Christopher Lowell™. Total sales by product group were as follows: 2007 2006 2005...

  • Page 8
    ... in size among countries. Prospecting catalogs with special offers designed to attract new customers are mailed frequently. In addition, specialty and promotional catalogs may be delivered more frequently to selected customers. Design, Print and Ship Most of our North American retail stores contain...

  • Page 9
    ... from 35% to 100% post-consumer waste content paper and technology recycling services in our retail stores. In 2007, Office Depot continued to implement environmental programs in line with our stated environmental vision to "increasingly buy green, be green and sell green" - including environmental...

  • Page 10
    ...with the New York Stock Exchange ("NYSE"). The certification was not qualified in any respect. Additionally, we filed with this Form 10-K, the CEO and CFO certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Executive Officers of the Registrant Steve Odland - Age: 49...

  • Page 11
    ...11 years in department store retailing, where he served as General Merchandise Manager and a member of the Executive Committees for two publicly-held companies. Steven Schmidt - Age: 53 Mr. Schmidt was appointed President, North American Business Solutions in July 2007. Prior to joining Office Depot...

  • Page 12
    ...in the areas of package shipping and copy and print centers. Recently, the socalled warehouse clubs have expanded upon their "in-store" offerings by adding catalog and internet sales channels, offering a broad assortment of office products for sale on a direct delivery basis. In order to achieve and...

  • Page 13
    ... as a U.S. publicly traded company. Our results may continue to be affected by all of these factors. All of these risks could have a material adverse effect on our business, financial condition, results of operations and cash flows. Global Sourcing of Products/Private Brand: In recent years, we have...

  • Page 14
    ... concentrations of retail stores or distribution facilities, such events could have a material adverse effect on our business, financial condition, results of operations and cash flows. New Systems and Technology: We frequently modify our information systems and technology to increase productivity...

  • Page 15
    ... Small Business and Consumer Spending: Sales may be negatively impacted by changes in economic conditions. Our customers in the North American Retail Division and many of our customers in the North American Business Solutions Division are predominantly small and home office businesses. Accordingly...

  • Page 16
    ... internationally, as has been experienced in the UK during 2007. Compromises of our Information Security: Through our sales and marketing activities, we collect and store certain personal information that our customers provide to purchase products or services, enroll in promotional programs...

  • Page 17
    ... Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North...

  • Page 18
    ... of vendor payments, timing of recognition of vendor program funds and certain intercompany loans. Prior to filing its quarterly report on Form 10-Q for the quarter ended June 30, 2007, the company completed a review of the accounting matters related to inventory receipt, timing of vendor payments...

  • Page 19
    ... Securities Exchange Act of 1934. In addition, two putative shareholder derivative actions were filed against the company and its directors alleging various state law claims including breach of fiduciary duty. The allegations in all four lawsuits primarily relate to the accounting for vendor program...

  • Page 20
    ..., Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "ODP." As of the close of business on January 25, 2008, there were 7,404 holders of record of our common stock. The last reported sale price of...

  • Page 21
    ... of Office Depot, Inc. common stock during the fourth quarter of the 2007 fiscal year: (d) Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of...

  • Page 22
    ...International (5): Office supply stores...Distribution centers ...Call centers ...Total square footage - North American Retail Division ...Percentage of sales by segment: North American Retail Division...North American Business Solutions Division...International Division ...Balance Sheet Data: Total...

  • Page 23
    ... center offering graphic design, printing, reproduction, mailing and shipping. The North American Business Solutions Division sells office supply products and services in the U.S. and Canada directly to businesses through catalogs, internet web sites and a dedicated sales force. Our International...

  • Page 24
    ... North American Retail Division were flat for the year, with comparable store sales down 5%. Sales in the North American Business Solutions Division decreased by 1% compared to 2006. International Division sales increased 15% in U.S. dollars and 6% in local currencies. Gross margin for 2007 declined...

  • Page 25
    ... 27% of Division sales in 2007. Comparable store sales in 2007 were also negatively impacted by cannibalization from new store build out, competitive intrusion and private brand penetration. These factors were slightly offset by strong performance in our Design, Print and Ship business, which...

  • Page 26
    ... from our investment in additional sales personnel, as well as short-term costs related to the integration of a contract business acquired during the year and the outsourcing of telephone account management and a new delivery initiative. During 2006, our lower delivery expenses were partially offset...

  • Page 27
    ... the size of our contract sales force across Europe and increased the use of telephone account managers to drive account penetration. For U.S. reporting, the International Division's sales are translated into U.S. dollars at average exchange rates experienced during the year. The Division's reported...

  • Page 28
    ... to close 25 retail stores (16 in North America and nine internationally), three warehouses (two in North America and one internationally) and consolidate certain international call center and contract operations. Accordingly, we recognized approximately $72 million of charges for future lease...

  • Page 29
    ... of warehouses and distribution centers. We also incurred severance-related charges as plans were implemented for management restructuring and call center consolidation in Europe. Some of these activities, such as planned facility closings, will extend into 2008 and 2009. The costs associated with...

  • Page 30
    ... end of 2008. For additional information on the lease of the new facility, see the "Contractual Obligations" subsection of Management's Discussion and Analysis of Financial Condition and Results of Operation. Other Income and Expense (Dollars in millions) 2007 2006 2005 Interest income ...Interest...

  • Page 31
    .... Our primary needs for cash include working capital for operations, capital expenditures for new stores, store remodels, information technology projects and supply chain costs, and funds to service our debt obligations and make acquisitions. We continually review our financing options. Although we...

  • Page 32
    ... balance of outstanding borrowings under our revolving credit facility than would otherwise appear if the vendor payments had not been deferred. For our accounting policy on cash management, see Note A of the Notes to Consolidated Financial Statements. Due to a slowdown in sales, some inventories...

  • Page 33
    ... million from the sale was used to satisfy an existing mortgage and is included as a use of cash in financing activities. During 2007, we acquired Axidata Inc., a Canada-based office products delivery company. Additionally in 2007, we funded previously accrued acquisition-related payments for former...

  • Page 34
    ... payments. In addition to the above, we have letters of credit totaling $132.8 million outstanding at the end of the year, and we have recourse for private label credit card receivables transferred to a third party. We record an estimate for losses on these receivables in our financial statements...

  • Page 35
    ... and the remaining inventory balances are adjusted to reflect that change in our outlook. We review sales projections and related purchases against vendor program estimates at least quarterly and adjust these balances accordingly. During 2007, we experienced a slowdown in business and began reducing...

  • Page 36
    .... Closed store accruals and asset impairments - We regularly assess the performance of each retail store against historic patterns and projections of future profitability. These assessments are based on management's estimates for sales growth, gross margin attainments, and cash flow generation...

  • Page 37
    ... additional back-to-school customers and year-round casual shoppers. Warehouse clubs have added to their in-store assortment by adding catalogs and websites from which a much broader assortment of products may be ordered. We also face competition from other office supply superstores that compete...

  • Page 38
    ... of our overall business strategy and operating plans. Economic Factors - Our customers in the North American Retail Division and many of our customers in the North American Business Solutions Division are predominantly small and home office businesses. Accordingly, these customers may curtail their...

  • Page 39
    ... for annual reporting periods beginning after December 15, 2008 and shall be applied prospectively. We have not yet completed our assessment of what impact FAS 141R will have on our financial condition, results of operations or cash flows. In December 2007, the FASB issued Statement of Financial...

  • Page 40
    ...provided in Item 1A. Risk Factors included in our 2007 Annual Report on Form 10-K. Other risk factors are incorporated into the text of our MD&A, which should itself be considered a statement of future risks and uncertainties, as well as management's view of our businesses. Item 7A. Quantitative and...

  • Page 41
    ... has taken the following actions to improve the internal controls over financial reporting: • • Certain employees including senior management within our merchandising department were terminated. A new control was developed and implemented whereby all merchants and their supervisors are required...

  • Page 42
    ... termination. On February 25, 2008 the Company amended the definition of a "change in control" in the Employment Agreement of the Company's Chief Executive Officer and in the Change in Control Agreements of the Company's President, North American Retail Division and President, International Division...

  • Page 43
    ... the Proxy Statement for our 2008 Annual Meeting of Shareholders. We have adopted a Code of Ethical Behavior in compliance with applicable rules of the SEC that applies to its principal executive officer, its principal financial officer, and its principal accounting officer or controller, or persons...

  • Page 44
    ... to principal accounting fees and services and pre-approval policies are incorporated herein by reference to information included in the Proxy Statement for our 2008 Annual Meeting of Shareholders. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as...

  • Page 45
    ... 26th day of February 2008. OFFICE DEPOT, INC. By /s/ STEVE ODLAND Steve Odland Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on February...

  • Page 46
    ...STATEMENTS Page Management's Report on Internal Control Over Financial Reporting...Reports of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets...Consolidated Statements of Earnings ...Consolidated Statements of Stockholders' Equity...Consolidated Statements of Cash Flows...

  • Page 47
    ...our assessment, management believes that, as of December 29, 2007, the company's internal control over financial reporting is effective. The company's independent registered public accounting firm, Deloitte & Touche LLP, has issued a report on the effectiveness of the company's internal control over...

  • Page 48
    ... in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our...

  • Page 49
    ... balance sheets of Office Depot, Inc. and subsidiaries (the "Company") as of December 29, 2007 and December 30, 2006 and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the three years in the period ended December 29, 2007. These financial statements...

  • Page 50
    OFFICE DEPOT, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 29, 2007 December 30, 2006 ASSETS Current assets: Cash and cash equivalents ...Receivables, net of allowances of $46,316 in 2007 and $32,581 in 2006 ...Inventories ...Deferred income taxes ......

  • Page 51
    OFFICE DEPOT, INC. CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share amounts) 2007 2006 2005 Sales...$15,527,537 Cost of goods sold and occupancy costs...11,024,639 Gross profit ...4,502,898 Store and warehouse operating and selling expenses ...Asset impairments ...General and ...

  • Page 52
    ... stock...Exercise of stock options (including income tax benefits and withholding) ...Issuance of stock under employee stock purchase plans ...Direct Stock Purchase Plans ...Amortization of long-term incentive stock grant...Balance at December 29, 2007 ...404,925,515 Common Stock Amount $ 4,049...

  • Page 53
    ...term liabilities ...(176,921) Total adjustments...15,770 Net cash provided by operating activities...411,385 Cash flows from investing activities: Purchases of short-term investments ...- Sales of short-term investments...- Acquisitions, net of cash acquired, and related payments ...(48,036) Capital...

  • Page 54
    ...SIGNIFICANT ACCOUNTING POLICIES Nature of Business: Office Depot, Inc. ("Office Depot") is a global supplier of office products and services under the Office Depot® brand and other proprietary brand names. We sell to customers in 43 countries throughout North America, Europe, Asia and Latin America...

  • Page 55
    ... assets of businesses acquired and accounted for under the purchase method. Accounting rules require that we test at least annually for possible goodwill impairment. Unless conditions warrant earlier action, we perform our test in the fourth quarter of each year using a discounted cash flow analysis...

  • Page 56
    ... costs are based on the future commitments under contracts, adjusted for anticipated sublease and termination benefits. During 2005, we recorded a charge of $23.2 million relating to leases on retail stores closed as part of a company-wide business review and an additional charge of $28.4 million to...

  • Page 57
    ... could require adjustments to the provision for returns. We also record reductions to our revenues for customer programs and incentive offerings including special pricing agreements, certain promotions and other volume-based incentives. Revenue from sales of extended warranty service plans is either...

  • Page 58
    ... recognized as a reduction of cost of goods sold or inventory, as appropriate based on the type of promotion and the agreement with the vendor. New Accounting Standards: In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements, ("FAS 157"). This...

  • Page 59
    ... Retail Division $ 126,994 31,430 158,424 (47,605) $ 110,819 $ 112,544 29,560 142,104 (38,141) $ 103,963 (Dollars in thousands) North American Business Solutions Division International Division Total Balance as of December 30, 2006 ...Goodwill on 2007 acquisitions...Purchase price adjustments...

  • Page 60
    ... in other intangible assets in the Consolidated Balance Sheets, include the following: December 29, 2007 Gross Accumulated Carrying Value Amortization December 30, 2006 Gross Accumulated Carrying Value Amortization (Dollars in thousands) Customer lists ...Other...Total... $ 112,238 2,608 $ 114,846...

  • Page 61
    ...our international subsidiaries and had an effective interest rate at the end of the year of approximately 4.71%. Our access to uncommitted lines of credit, which provide for working capital related borrowings at various floating interest rates, totaled approximately $300 million at December 29, 2007...

  • Page 62
    ... 29, 2007 December 30, 2006 Self-insurance accruals ...Inventory...Vacation pay and other accrued compensation ...Allowance for bad debts ...Accruals for facility closings ...Accrued rebates...Deferred rent credit...Foreign and state net operating loss carryforwards...State credit carryforwards...

  • Page 63
    ...and the progress of ongoing tax examinations and adjust tax attributes to enhance planning opportunities. During the third quarter of 2007, we effected a previously-disclosed restructuring and received a ruling that together secured certain prior year tax filing positions. Accordingly, the provision...

  • Page 64
    ... share-based payments and is available to absorb future tax deficiencies determined for financial reporting purposes under provisions of FAS 123R. NOTE F - COMMITMENTS AND CONTINGENCIES Operating Leases: We lease retail stores and other facilities and equipment under operating lease agreements that...

  • Page 65
    ... in 2007, $3.2 million in 2006 and $3.6 million in 2005. Guarantee of Private Label Credit Card Receivables: Office Depot has private label credit card programs that are managed by a third-party financial services company. We act as the guarantor of all loans between our commercial customers and...

  • Page 66
    NOTE G - EMPLOYEE BENEFIT PLANS Long-Term Incentive Plan During 2007, the company's board of directors adopted a new equity incentive plan which obtained shareholder approval on April 25, 2007. This plan is known as the Office Depot, Inc. 2007 Long-Term Incentive Plan (the "Plan") and replaces the ...

  • Page 67
    ... through open market purchases. Retirement Savings Plans The Office Depot, Inc. Retirement Savings Plan (401(k) Plan), which was approved by the board of directors, allows eligible employees to contribute a percentage of their salary, commissions and bonuses, up to $15,500 in 2007, to the plan on...

  • Page 68
    ... three year period, as well as interest bearing securities timed to match estimated benefit payouts. The components of net periodic expense for our foreign defined benefit pension plans are presented below: (Dollars in thousands) 2007 2006 2005 Service cost...Interest cost...Expected return on plan...

  • Page 69
    ... entity acquired in 2003. The purchase and sale agreement included a provision whereby the seller is required to pay to Office Depot an amount of unfunded benefit obligation as measured in a future period at the seller's option, but no later than five years following the purchase date. This contract...

  • Page 70
    ... AND FINANCING ACTIVITIES Additional supplemental information related to the Consolidated Statements of Cash Flows is as follows: (Dollars in thousands) 2007 2006 2005 Cash paid for: Interest ...$ 53,948 Taxes...126,182 Non-cash asset additions under capital leases ...Non-cash capital expenditure...

  • Page 71
    ... SEGMENT INFORMATION Office Depot operates in three reportable segments: North American Retail Division, North American Business Solutions Division, and International Division. Each of these segments is managed separately primarily because it serves different customer groups. The accounting policies...

  • Page 72
    ...to Office Depot. The existing trade name intangible asset was tested for impairment and written down approximately $9 million to the amount that we estimated to be recoverable over the one-year migration plan. We decided to close 25 retail stores (16 in North America and nine internationally), three...

  • Page 73
    ... 22 2 $ 31 During 2007, we acquired Axidata, Inc., a Canada-based office products delivery company with annual revenue of approximately $60 million. Axidata is included in our North American Business Solutions Division. Our integration plans and our assessment of the value of assets and liabilities...

  • Page 74
    ... earnings for Office Depot de Mexico: (Dollars in thousands) 2007 2006 Balance Sheet (December 31): Current assets ...$ 202,188 $ 219,388 Non-current assets ...209,779 250,561 Current liabilities...163,768 169,592 Non-current liabilities ...- - Statement of earnings (fiscal year): Sales ...715,679...

  • Page 75
    ... balances of treasury stock at cost will be applied to other equity accounts, resulting in no net change to total stockholders' equity from this retirement. Also in February 2008, minority shareholders in our venture in Israel have exercised their existing option to have Office Depot purchase their...

  • Page 76
    ... the consolidated financial statements of Office Depot, Inc. and subsidiaries (the "Company") as of December 29, 2007 and December 30, 2006, and for each of the three years in the period ended December 29, 2007, and the Company's internal control over financial reporting as of December 29, 2007, and...

  • Page 77
    INDEX TO FINANCIAL STATEMENT SCHEDULES Page Schedule II - Valuation and Qualifying Accounts and Reserves ... 76 All other schedules have been omitted because they are not applicable, not required or the information is included elsewhere herein. 75

  • Page 78
    ...OFFICE DEPOT, INC. VALUATION AND QUALIFYING ACCOUNTS (In thousands) Column A Column B Balance at Beginning of Period Column C Additions- Charged to Expense Column D Deductions- Write-offs, Payments and Other Adjustments Column E Description Balance at End of Period Allowance for doubtful accounts...

  • Page 79
    .... and Carl (Chuck) Rubin* Executive Employment Agreement dated as of March 1, 2004, by and between Office Depot, Inc. and Carl (Chuck) Rubin* Change of Control Agreement, dated as of March 1, 2004, by and between Office Depot, Inc. and Carl (Chuck) Rubin* Letter Agreement dated as of March 1, 2004...

  • Page 80
    ..., Citigroup Global Markets Inc. as sole bookrunner, and Wachovia Bank, National Association as administrative agent. List of Office Depot, Inc.'s Significant Subsidiaries Consent of Independent Registered Public Accounting Firm Certification of CEO required by Securities and Exchange Commission Rule...

  • Page 81
    ... Report on Form 8-K filed with the SEC on November 9, 2007. (19) Incorporated by reference from Office Depot, Inc.'s Current Report on Form 8-K filed with the SEC on March 5, 2007. Upon request, we will furnish a copy of any exhibit to this report upon the payment of reasonable copying and mailing...

  • Page 82
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 83
    ... The Office Club, Inc...California Office Depot Overseas Limited (1) ...Bermuda Office Depot International (UK) Limited ...United Kingdom Office Depot (Operations) Holdings BV ...Netherlands Office Depot International BV ...Netherlands _____ (1) Includes 99 subsidiaries in the same line of business...

  • Page 84
    ... of Office Depot, Inc. and the effectiveness of Office Depot's internal control over financial reporting appearing in this Annual Report on Form 10-K of Office Depot, Inc. for the year ended December 29, 2007. /s/DELOITTE & TOUCHE LLP Certified Public Accountants Fort Lauderdale, Florida February...

  • Page 85
    ... 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 registrant's internal control over financial reporting. Date: February 26, 2008 /s/ STEVE ODLAND Steve Odland...

  • Page 86
    ... 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 registrant's internal control over financial reporting. Date: February 26, 2008 /s/ PATRICIA McKAY Patricia McKay Executive Vice President and...

  • Page 87
    ... In connection with the Annual Report on Form 10-K of Office Depot, Inc. (the "Company") for the fiscal year ended December 29, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Steve Odland, as Chief Executive Officer of the Company, and Patricia McKay, as...

  • Page 88