Office Depot Issues Letter, Says Deal On Track for a Successful Closing by Year End

Office Depot, Inc. ODP, a leading global provider of office supplies and services, today sent a letter to all shareholders highlighting the significant progress that has been made, under the Board's guidance, on integration planning in the merger with OfficeMax, which is on track for a successful closing by the end of 2013. In the letter, Office Depot also details the unique and highly diverse expertise its Board nominees bring to the Company. This includes substantial retail experience along with relevant expertise in the other areas and industries that affect Office Depot's business such as: B2B, technology, international, operations and strategy, finance and investment, governance, and transaction and M&A integration. Office Depot strongly believes its Board nominees have the right mix of relevant experience and qualifications to continue executing on its internal strategic plan and merger with OfficeMax to unlock real value for its shareholders. In light of its significant progress and momentum, Office Depot urges all shareholders to vote the WHITE proxy card for its ten Board nominees to allow the Board to deliver long-term value for all shareholders. A copy of the letter follows: July 29, 2013 Dear Fellow Office Depot Shareholder: With the annual meeting approaching, you have a very important decision to make that will greatly impact the future of your investment in Office Depot. Your Board and management team are hard at work executing on our multi-year strategic plan and our transformative merger with OfficeMax. The deal with OfficeMax has been years in the making and is progressing well toward completion, with shareholder approval received and integration planning running full steam ahead. As you know we also recently closed the sale of Office Depot de Mexico, a transaction that significantly strengthens the Company's liquidity and financial flexibility. Your Board and management team are also making significant progress executing on our key strategic initiatives to improve the overall operating performance and profitability of Office Depot's standalone business. We have the necessary expertise and diverse experience to understand the current retail and Office Supply Superstores (OSS) environment, as well as the multi-channel and global reach for our business. We also have been working diligently to address the headwinds facing our business and industry by developing and executing upon a detailed and proven strategy to improve our operating performance. With the Company in the midst of its strategy to generate long-term value for shareholders and so much already underway, your support for the Company's Board of Directors is critical. An activist investor in the Company's stock, Starboard Value LP (together with its affiliates and related parties “Starboard”), has put forward four hand-picked nominees without the knowledge and expertise necessary to oversee the successful implementation of the Company's strategic plan and merger with OfficeMax. We encourage you to protect the future of your investment in Office Depot and vote the WHITE card today in support of our 10 highly qualified and experienced director nominees – Neil R. Austrian, Justin Bateman, Thomas J. Colligan, Marsha J. Evans, Eugene V. Fife, W. Scott Hedrick, Kathleen Mason, Michael J. Massey, Raymond Svider and Nigel Travis. Your Board of Directors Has the Right Mix of Relevant Experience and is Best-Qualified to Continue Executing on its Internal Strategic Plan and Merger with OfficeMax Your Board consists of experienced individuals with highly diverse backgrounds, carefully selected for the unique expertise they bring to the Board. Starboard, in its most recent communication with our shareholders, seems solely focused on the retail experience of its board nominees. The members of your Board have substantial retail experience and are highly qualified in other relevant areas and industries that affect Office Depot's business and operations including: * B2B * Retail * Technology * International * Operations and Strategy * Finance and Investment * Governance * Transaction and M&A Integration In addition, your Board continually seeks to maintain a fresh perspective and add additional qualified directors as needed to supplement our overall experience and expertise and guide the future of our Company through a rapidly changing environment. To that end, we have added six new directors in the last six years, each after careful evaluation by our Board's Corporate Governance & Nominating Committee. These directors added significant retail, governance and financial experience to the Board, and have been important participants in our considerable progress over the past few years in turning around the standalone performance of the Company and in formulating and executing on our important value-enhancing transactions. Your Board's collective industry and operational experience will help to best position Office Depot to deliver long-term shareholder value for all Office Depot shareholders. Your Board is Fully Engaged in the OfficeMax Transaction and Integration Planning and We Expect Successful Closing by the End of 2013 Our merger agreement with OfficeMax, a deal that has been years in the making, is well underway and on track for a successful closing by the end of the year. The merger was thoughtfully structured as a merger of equals that will result in an eleven member board made up of five directors from each company plus a CEO. At the recent special meeting, we received overwhelming support from our shareholders, including Starboard, with 98% voting for the transaction and the governance structure it envisions at the recent special meeting. We believe this is a strong endorsement of the strategic rationale behind this merger: to create a stronger and more efficient world-class provider of office products, services and solutions, with the financial strength to compete in today's rapidly changing industry and deliver improved shareholder value. The final step in the merger process will be FTC approval, which we expect to obtain in time to close the transaction by the end of this year. In addition, your Board and management team, in close coordination with OfficeMax and The Boston Consulting Group (BCG), our integration consultant, have made significant progress on integration planning including: * Establishing integration planning teams to develop detailed integration strategies, Day 1 operating plans and underlying initiatives for the combined company; * Creating an integration management office to guide day-to-day integration design and planning, ensure interdependencies and risks are identified, and make certain that mitigation plans are developed; * Establishing a steering committee with executives from both Office Depot and OfficeMax to direct the overall integration strategy and resolve any issues encountered by the project teams; * Forming a CEO selection committee with equal representation from both Office Depot and OfficeMax, selected from a pool of well-qualified directors; and * Hiring executive search firm Korn/Ferry International to assist the selection committee in identifying and evaluating the best possible candidates to serve as CEO. Overall, the progress we have made in integration planning, the talent and dedication of the teams, along with the additional analysis on the combined company cost structure give us confidence we can achieve our synergy projections. With such significant progress and momentum on our side, we ask for your continued support as we work diligently towards a successful closing of our merger with OfficeMax to fully realize the value potential of your investment. Under the Guidance of Your Board, Our Strategic Plan and Key Initiatives are Achieving Results for Shareholders While your Board and management are very much engaged in executing the OfficeMax transaction and integration planning, they are also focused on the continued successful implementation of our multi-year business plan to improve the company's core operating results. Our efforts, which date back to 2007, continue to position Office Depot for long-term performance to maximize shareholder value. Our Board and management team have already successfully led the Company through significant industry headwinds including increased competition, a reduction in paper products consumption, economic conditions in the U.S. and Europe and capital markets volatility that has impacted our entire sector. These challenges have required the Board to be nimble in response to external conditions, and to anticipate and address the impact of these issues. We are seeing real results from our steady progress. So far, our strategic initiatives have resulted in over $1 billion in benefits since 2007, including approximately $200 million in 2012 and an estimated $120 million in additional benefits expected in 2013. Our initiatives are not solely focused on margin and operating expense goals however. We also continue to invest in new products and programs in each of our divisions to drive profitable sales and address the changing needs of our customers to position Office Depot for long-term growth and profitability. We strongly believe these efforts, which are beginning to show tangible results on our balance sheet, will generate long-term value for all of our shareholders. Unlock Real Value for All Shareholders: Vote The WHITE Card Today to Support Your Board's Continued Momentum Your vote is important in this election, and we urge you to vote TODAY so that your voice is heard. To elect the Office Depot Board's nominees, we encourage you to vote by telephone, by Internet, or by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided. We urge you now to allow your Board and management team to do what is in the best interests of all shareholders – executing on our strategic plan for operational improvement, completing our integration planning and our search for a world-class CEO, and closing the OfficeMax transaction on schedule. Thank you for your continued support. W. Scott Hedrick                         Neil R. Austrian Lead Director Chairman and Chief Executive Officer Your Vote Is Important, No Matter How Many Or How Few Shares You Own   If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxies:   INNISFREE M&A INCORPORATED Shareholders Call Toll-Free: (877) 825-8621 Banks and Brokers Call Collect: (212) 750-5833   REMEMBER: We urge you NOT to vote using any Gold proxy card sent to you by Starboard, as doing so will revoke your vote on the WHITE proxy card. Note to Shareholders: The number of shares outstanding and entitled to vote as of the record date is 288,788,882 as disclosed on page 83 of the proxy statement. The number of outstanding shares reflected on pages 1 and 3 of the proxy statement, 294,704,150, includes shares held in the treasury.