UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

OFFICE DEPOT, INC.

(Exact name of registrant as specified in its charter)

Delaware		59-2663954
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2200 Old Germantown Road, Delray Beach, Florida (Address of principal executive offices)		33445 (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Attached hereto as Exhibit 99.1 and incorporated by reference herein is Office Depot, Inc.’s news release dated October 19, 2005, announcing its financial results for its fiscal third quarter 2005. This news release contains forward-looking statements relating to Office Depot’s fiscal years 2005 and 2006.

This information is furnished pursuant to Item 2.02 of Form 8-K. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1		News release of Office Depot, Inc. issued on October 19, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		OFFICE DEPOT, INC.
Date: October 19, 2005		By:		/s/ DAVID C. FANNIN
		David C. Fannin
		Executive Vice President and
		General Counsel

Exhibit 99.1

CONTACTS:

Ray Tharpe
Investor Relations
561/438-4540
rtharpe@officedepot.com

Brian Levine
Public Relations
561/438-2895
blevine@officedepot.com

OFFICE DEPOT ANNOUNCES THIRD QUARTER RESULTS:

	Ø		COMPANY SALES UP 5%
	Ø		NA RETAIL COMPS UP 4%
	Ø		BUSINESS SERVICES SALES UP 5%

Delray Beach, Fla., October 19, 2005 — Office Depot, Inc. (NYSE: ODP), a leading global provider of office products and services, today reported sales of $3.5 billion for its fiscal third quarter ended September 24, 2005, up 5% over fiscal third quarter 2004. North American Retail Division comparable sales increased 4% for the quarter, and sales in the Business Services Division were up 5% over the same quarter of 2004.

Third quarter results show a loss of $48 million or $0.15 per share compared to earnings of $89 million or $0.28 per share in the same period of the prior year. The third quarter 2005 results include the effects of charges related to asset impairments, exit costs and other operating items previously announced on September 12, 2005 in our filing with the SEC on Form 8-K (“Third Quarter Charges”), as well as the incremental effects on compensation expense of our early adoption of SFAS 123R (“Option Expensing”). The Third Quarter Charges had a $0.50 per share negative impact on results, and Option Expensing negatively impacted results by $0.01 per share. Without the Third Quarter Charges and Option Expensing, our net earnings were $115 million¹ or $0.36 per share¹. This is an increase of 24% compared to an adjusted earnings per share for third quarter in the prior year of $0.29¹. The prior year number has been adjusted up by $0.01 per share to reflect charges of a comparable nature that were recorded in that period.

Return on net assets for the trailing four quarters was 7.2%, compared to 9.2% in the same period of the prior year. The Third Quarter Charges and Option Expensing negatively impacted the calculation of our current return on net assets by 280 basis points¹.

On September 12, 2005, the Company announced a number of charges relating to asset impairments, exit costs and other operating items. This announcement followed a company-wide assessment of assets and commitments which began in the second quarter of 2005.

The pre-tax charge relating to current and future periods is currently expected to total $320.4 million, of which approximately $236.8 million was recorded in the third quarter of 2005 (Third Quarter Charge). The Company estimates that an additional $34.3 million of the total will be recorded in the fourth quarter of 2005 with the remainder in years 2006 through 2008. In addition, the Company adopted SFAS 123R (Option Expensing) in the third quarter and recorded $5.0 million of incremental compensation expense in its results for the quarter.

For the quarter, gross profit as a percentage of sales was 30.0%, down from 31.3% in the same period last year. The Third Quarter Charges negatively affected margin by approximately 50 basis points. Other negative gross margin impact was primarily attributable to a decline in the International Division which more than offset improvements experienced in North American Retail.

Total operating expenses, as a percentage of sales, were 32.7% for the quarter, up from 27.3% for the same period in 2004. The Third Quarter Charges and Option Expensing negatively impacted operating expenses by approximately 640 basis points, somewhat offset by improvements realized in both general and administrative expenses as well as store and warehouse operating and selling expenses, driven by advertising cost efficiencies, increased sales leverage, and lower warehouse costs.

Operating results for the quarter reflect a loss of $97 million as compared to operating earnings of $134 million in the third quarter of the prior year. The Third Quarter Charges and Option Expensing, negatively impacted the current quarter’s operating results by a total of $242 million.

“We are pleased with the overall performance of North America this quarter,” said Steve Odland, Office Depot’s Chairman and Chief Executive Officer. “North American Retail recorded its seventh consecutive quarter of positive comparable sales while growing its division operating profit by 12%¹, after considering the impact of the Third Quarter Charges and Options Expensing. North American Business Services Division sales increased by 5% with division operating profit growing by 13%¹, again after considering the impact of the Third Quarter Charges and Options Expensing. Our International Division results, however, are not where we would like them to be. Over time, we need to grow this business and deliver improved profitability.”

Mr. Odland continued, “The assessment of our assets and commitments that we completed during the quarter was intended to rationalize our balance sheet. We separately have launched an initiative to drive our overall cost structure lower. This effort naturally complements the positive results and continuing programs we have underway to drive our top line and increase shareholder value. We also elected to early adopt SFAS 123R during this quarter, in advance of the mandatory expensing of stock options beginning in the first quarter of 2006.”

DIVISION RESULTS

North American Retail

Third quarter sales in the North American Retail Division increased 10% compared to the same period last year. Comparable store sales in the 885 stores in the U.S. and Canada that have been open for more than one year increased 4% for the third quarter.

North American Retail had an operating loss of $30 million for the third quarter of 2005 as compared to an operating profit of $107 million in the prior year, and as a percentage of sales was a negative 1.8% versus a positive 7.2% in the prior year. The Third Quarter Charges and Option Expensing negatively impacted operating results by $156 million for the quarter or 950 basis points. Cost efficiencies and improved gross margin were realized despite the negative effects of hurricanes Katrina and Rita. At the end of the quarter, seven stores were closed as a result of the hurricanes and have been excluded from comparable store sales.

During the third quarter, the Company opened 13 new stores, while closing 15 office supply stores. At the end of the third quarter, Office Depot operated a total of 1,009 office products superstores throughout the U.S. and Canada.

North American Business Services

North American Business Services sales increased by 5% in the third quarter compared to the same period last year. We experienced increased sales in the contract channel, particularly large- and national- accounts.

Division operating profit was $60 million for the third quarter, as compared to $102 million in the prior year, and as a percentage of sales was 5.5% versus 9.9% in the same period in the prior year. The Third Quarter Charges and Option Expensing negatively impacted operating profit by a total of $56 million or approximately 510 basis points. Although North American Business Services division was also negatively impacted by the effects of hurricanes Katrina and Rita including the closure of a distribution center for approximately one month, other improvements in operating cost efficiencies more than compensated for their impact on the business results for the quarter.

International

International third quarter sales decreased 4% in U.S. dollars (a decrease of 3% in local currencies) compared to the same period in 2004. The change in exchange rates from the corresponding prior year period decreased sales reported in U.S. dollars by approximately $5 million for the quarter. Sales, as measured in local currencies, declined in most major geographic markets.

Division operating profit was $59 million or 7.6% as a percentage of sales as compared to $97 million or 12% as a percentage of sales in the prior year’s third quarter. The Third Quarter Charges and Option Expensing negatively impacted operating profit by a total of $10 million or 130 basis points. Gross margin experienced substantial declines because of continued pricing pressure in key product categories and increased competitive activity. For the quarter, the International division operating profit, when translated into U.S. dollars, was negatively impacted from foreign exchange rates by $1 million during the quarter when compared to the same period in the prior year.

Effective Tax Rate

The effective annual tax rate for the Company is projected to be 32.8%. In the third quarter, we recognized tax benefits from closure of various world-wide audits, partially offset by tax expense on additional repatriation of foreign earnings.

Non-GAAP Reconciliation

A reconciliation of GAAP results to results excluding the Third Quarter Charge and Option Expensing may be accessed on our corporate website, officedepot.com, under the category, Investor Relations.

About Office Depot

With annual sales of over $14 billion, Office Depot provides more office products and services to more customers in more countries than any other company. Incorporated in 1986 and headquartered in Delray Beach, Florida, Office Depot conducts business in 23 countries and employs 47,000 people worldwide. The Company operates under the Office Depot®, Viking Office Products®, Viking Direct®, Guilbert®, and Tech Depot® brand names.

Office Depot is a leader in every distribution channel — from retail stores and contract delivery to catalogs and e-commerce. With over $3.1 billion in online sales, the Company is the world’s number three Internet retailer. As of September 24, 2005, Office Depot has 1,009 retail stores in North America. Internationally, the Company conducts wholly-owned operations in 14 countries, and operates retail stores under joint venture and license arrangements in another seven countries.

The company’s common stock is listed on the New York Stock Exchange under the symbol ODP and is included in the S&P 500 Index. Additional press information can be found at: http://mediarelations.officedepot.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: Except for historical information, the matters discussed in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements, including without limitation all of the projections and anticipated levels of future performance, involve risks and uncertainties which may cause actual results to differ materially from those discussed herein. These risks and uncertainties are detailed from time to time by Office Depot in its filings with the United States Securities and Exchange Commission (“SEC”), including without limitation its most recent filing on Form 10-K, filed on March 10, 2005 and its 10-Q and 8-K filings made from time to time, including in particular its 10-Q filing made on the date of this press release. You are strongly urged to review all such filings for a more detailed discussion of such risks and uncertainties. The Company’s SEC filings are readily obtainable at no charge at www.sec.gov and at www.freeEDGAR.com, as well as on a number of other commercial web sites.

OFFICE DEPOT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)

										As of
		As of September 24, 2005				As of December 25, 2004				September 25, 2004 (As Restated - See Note B)1
Assets
Current assets:
Cash and cash equivalents		$	584,701			$	793,727			$	1,086,429
Short-term investments			248,675				161,133				152,279
Receivables, net			1,279,362				1,303,888				1,175,697
Merchandise inventories, net			1,243,890				1,408,778				1,133,775
Deferred income taxes			148,309				133,282				148,727
Prepaid expenses and other current assets			73,352				115,363				93,225
Total current assets			3,578,289				3,916,171				3,790,132
Fixed assets:
Property and equipment, at cost			2,749,074				2,836,633				2,697,182
Less accumulated depreciation and amortization			1,456,478				1,373,605				1,337,253
Net fixed assets			1,292,596				1,463,028				1,359,929
Goodwill			918,567				1,049,669				1,001,135
Other assets			356,958				338,483				335,022
Total assets		$	6,146,410			$	6,767,351			$	6,486,218
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable		$	1,255,432			$	1,569,862			$	1,201,242
Accrued expenses and other current liabilities			1,017,823				900,086				862,964
Income taxes payable			52,560				133,266				192,073
Current maturities of long-term debt			13,093				15,143				10,352
Total current liabilities			2,338,908				2,618,357				2,266,631
Deferred income taxes and other long-term liabilities			307,871				342,266				349,199
Long-term debt, net of current maturities			552,558				583,680				839,779
Commitments and Contingencies
Stockholders’ Equity
Common stock — authorized 800,000,000 shares of $.01 par value; outstanding shares — 418,934,660 as of 9/24/05, 404,925,515 as of 12/25/04 and 403,366,876 as of 9/25/04			4,189				4,049				4,034
Additional paid-in capital			1,475,947				1,255,494				1,237,488
Accumulated other comprehensive income			164,204				339,708				187,106
Retained earnings			2,760,801				2,593,275				2,541,146
Treasury stock, at cost — 111,142,167 shares as of 9/24/05, 92,623,768 shares as of 12/25/04 and 90,781,283 shares as of 9/25/04			(1,458,068	)			(969,478	)			(939,165	)
			2,947,073				3,223,048				3,030,609
		$	6,146,410			$	6,767,351			$	6,486,218

1

Prior fiscal periods have been restated to comply with lease accounting principles set forth in Note B of our FY2004 report on Form 10-K, filed with the Securities and Exchange Commission on March 10, 2005.

OFFICE DEPOT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

		13 Weeks Ended								39 Weeks Ended
						September 25,								September 25,
						2004								2004
		September 24,				(As Restated				September 24,				(As Restated
		2005				- See Note B)1				2005				- See Note B) 1
Sales		$	3,492,900			$	3,327,804			$	10,559,843			$	10,095,281
Cost of goods sold and occupancy costs			2,446,301				2,286,015				7,325,342				6,943,514
Gross profit			1,046,599				1,041,789				3,234,501				3,151,767
Store and warehouse operating and selling expenses			836,179				735,939				2,394,011				2,227,963
Asset impairments			121,902				—				121,902				—
General and administrative expenses			180,168				162,864				492,466				479,629
Other operating expenses			5,067				9,199				15,387				17,066
Operating profit (loss)			(96,717	)			133,787				210,735				427,109
Other income (expense):
Interest income			6,302				4,805				17,532				12,677
Interest expense			(6,576	)			(16,508	)			(32,138	)			(47,780	)
Miscellaneous income, net			5,540				5,400				17,931				13,818
Earnings (loss) before income taxes			(91,451	)			127,484				214,060				405,824
Income tax (benefit) expense			(43,570	)			38,202				46,534				122,449
Net earnings (loss)		$	(47,881	)		$	89,282			$	167,526			$	283,375
Earnings (loss) per common share:
Basic		$	(0.15	)		$	0.29			$	0.54			$	0.91
Diluted			(0.15	)			0.28				0.53				0.90
Weighted average number of common shares outstanding:
Basic			311,915				312,598				312,690				311,738
Diluted			311,915				316,034				317,640				315,929

OFFICE DEPOT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

		39 Weeks Ended
						September 25,
						2004
		September 24,				(As Restated
		2005				- See Note B)1
Cash flow from operating activities:
Net earnings		$	167,526			$	283,375
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			205,274				195,151
Charges for losses on inventories and receivables			65,321				78,335
Asset impairments — Third Quarter Charge			121,902				—
Changes in working capital and other			(145,673	)			19,936
Net cash provided by operating activities			414,350				576,797
Cash flows from investing activities:
Capital expenditures			(201,217	)			(251,639	)
Acquisition, net of cash acquired			—				(7,900	)
Net deposit on asset group purchase			—				(17,361	)
Proceeds from disposition of assets and deposits received			46,419				41,253
Purchase of short-term investments			(1,534,215	)			(53,475	)
Sale of short-term investments			1,445,687				—
Net cash used in investing activities			(243,326	)			(289,122	)
Cash flows from financing activities:
Proceeds from exercise of stock options and sale of stock under employee stock purchase plans			164,863				56,263
Tax benefit from share-based payments			15,840				—
Acquisition of treasury stock			(484,868	)			(35,253	)
Net payments on long- and short-term borrowings			(37,060	)			(9,182	)
Net cash (used in) provided by financing activities			(341,225	)			11,828
Effect of exchange rate changes on cash and cash equivalents			(38,825	)			(3,963	)
Net (decrease) increase in cash and cash equivalents			(209,026	)			295,540
Cash and cash equivalents at beginning of period			793,727				790,889
Cash and cash equivalents at end of period		$	584,701			$	1,086,429
Supplemental disclosure of other cash flow activities:
Interest paid		$	36,239			$	58,811
Income taxes paid			164,515				48,367
Supplemental disclosure of non-cash investing and financing activities:
Assets acquired under capital leases		$	19,803			$	14,713

OFFICE DEPOT, INC.
OTHER THIRD QUARTER ITEMS
(In millions, except per share amounts)
(Unaudited)

Third Quarter Charges

A summary of the Third Quarter Charges and the line item presentation of these amounts in our accompanying Condensed Consolidated Statement of Operations is as follows.

		Amounts
Cost of goods sold and occupancy costs		$	17.8
Store and warehouse operating and selling expenses			80.3
Asset impairments			121.9
General and administrative expenses			16.8
Total pre-tax Third Quarter Charges			236.8
Income tax effect			(77.7	)
After-tax impact		$	159.1
Per share impact		$	0.50

Of the total pre-tax Third Quarter Charges, approximately $155.1 million were recorded in North American Retail, $55.1 million were recorded in North American Business Services, $9.8 million were recorded in International, and $16.8 were recorded in G&A. In addition to the amounts recognized in the third quarter, we expect to recognize an additional $34.3 million during the fourth quarter of 2005 and $49.3 million over the years 2006 through 2008, for total current and future charges of $320.4 million. The per share impact of the amount recognized in the third quarter of 2005 is based on 318.4 million shares which include the dilutive effect of common stock equivalents for the third quarter.

Option Expensing

Our adoption of FAS 123R in the third quarter had an incremental and recurring impact of recognizing the fair value of options granted to employees. At the beginning of 2005, we changed the composition of our awards to include more restricted stock and less stock options. The impact of the restricted stock has been included in our results since the date of grant. During the third quarter, some previously-granted share awards were accelerated under their original terms; all such awards have now vested. The incremental and recurring impact of adopting FAS 123R for the quarter was approximately $5.0 million and similar amounts are expected in the fourth quarter and into 2006. The pre-tax impact of this $5.0 million on Division operating profit is a follows: North American Retail Division, $0.5 million, North American Business Services, $0.4 million, International Division, $0.6 million, and general and administrative expenses, $3.5 million. See our third quarter Form 10-Q for additional discussion.

OFFICE DEPOT, INC.
DIVISION INFORMATION
($ In millions)
(Unaudited)

North American Retail Division

		Third Quarter								Year-to-Date
		2005				20041				2005				20041
Sales		$	1,635.9			$	1,492.3			$	4,785.2			$	4,437.4
% change			10	%			3	%			8	%			4	%
Division operating profit (loss)		$	(29.9	)		$	107.2			$	199.8			$	289.4
% of sales			(1.8	)%			7.2	%			4.2	%			6.5	%

Of the total pre-tax Third Quarter Charges, approximately $155.1 million were recorded in North American Retail. Option Expensing of $0.5 million is also reflected in Division results for the third quarter of 2005.

North American Business Services Division

		Third Quarter								Year-to-Date
		2005				20041				2005				20041
Sales		$	1,080.9			$	1,028.4			$	3,197.8			$	3,050.2
% change			5	%			2	%			5	%			2	%
Division operating profit		$	59.5			$	101.9			$	276.5			$	294.9
% of sales			5.5	%			9.9	%			8.6	%			9.7	%

Of the total pre-tax Third Quarter Charges, approximately $55.1 million were recorded in North American Business Services. Option Expensing of $0.4 million is also reflected in Division results for the third quarter of 2005.

International Division

		Third Quarter								Year-to-Date
		2005				20041				2005				20041
Sales		$	776.9			$	807.7			$	2,579.0			$	2,609.3
% change			(4	)%			4	%			(1	)%			41	%
Division operating profit		$	59.0			$	96.8			$	242.5			$	339.8
% of sales			7.6	%			12.0	%			9.4	%			13.0	%

Of the total pre-tax Third Quarter Charges, approximately $9.8 million were recorded in International. Option Expensing of $0.6 million is also reflected in Division results for the third quarter of 2005.

Percentage of Sales by Division

North American Retail			46.8	%			44.8	%			45.3	%			44.0	%
North American Business Services Division			31.0	%			30.9	%			30.3	%			30.2	%
International Division			22.2	%			24.3	%			24.4	%			25.8	%

OFFICE DEPOT, INC.
OTHER SELECTED FINANCIAL AND OPERATING DATA
(In thousands, except per share amounts, return and operating data)
(Unaudited)

Other Selected Financial Information

		39 Weeks Ended
		September 24, 2005				September 25, 2004
Cumulative share repurchases ($):		$		484,868		$	35,253
Cumulative share repurchases (shares):			18,317				2,131
Shares outstanding, end of quarter			307,792				312,586

		Trailing 4 Quarters
		September 24, 2005				September 25, 2004
Return on Net Assets (RONA)			7.2	%*			9.2	%

Selected Operating Highlights

		13 Weeks Ended								39 Weeks Ended
		September 24, 2005				September 25, 2004				September 24, 2005				September 25, 2004
Store Count and Square Footage
United States and Canada:
Store count:
Stores opened			13				30				64				37
Stores closed			15				2				24				5
Stores relocated			—				6				5				9
Total U.S. and Canada stores			1,009				923				1,009				923
North American Retail Division square footage — end of quarter			25,485,067				23,973,876				—				—
Average square footage per NAR store — end of quarter			25,258				25,974				—				—
Sales per square foot — gross basis		$	261.03			$	251.83			$	256.94			$	250.33
International Division company-owned:
Store count:
Stores opened			1				5				1				12	*
Stores closed			3				—				5				—
Total International company-owned stores			74				76				74				76