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Executives

John Jennings - SVP, Treasurer and Investor Relations

Sam Duncan - Chairman and CEO

Don Civgin - Chief Financial Officer

Analysts

Steve Chick – JP Morgan

Brad Thomas - Lehman Brothers

Mitch Kaiser - Piper Jaffray

Colin McGranahan - Bear Stearns

Chris Horvers - Bear Stearns

Matt Fassler - Goldman Sachs

Seth Basham - Credit Suisse

OfficeMax (OMX) Q3 2007 Earnings Call November 1, 2007 9:00 AM ET

Operator

I would like to welcome everyone to the OfficeMax third quarter 2007 earnings conference call. (Operator Instructions) It is now my pleasure to introduce you to John Jennings, SVP, Treasurer and Investor Relations of OfficeMax, Inc. Mr. Jennings, you may begin your conference.

John Jennings

Good morning, everyone and thanks for joining us today. I’m here with Sam Duncan, our Chairman and CEO and Don Civgin, our Chief Financial Officer. Sam and Don will provide detail of our financial and operating performance for the third quarter of 2007.

Before I turn the call over to Sam, I have a few administrative items. Today’s conference call will be archived on our website for one year following that call. Note that this call may not be rebroadcast without prior written consent from OfficeMax.

In addition, please note that during this call we will discuss non-GAAP financial measures. We evaluate our results of operations both before and after certain gains and losses that management believes are not indicative of our core operating activities. We believe our presentation of financial measures before or including these items which are non-GAAP measures, enhances our investors overall understanding of our recurring operational performance and provides useful information to both investors and management to evaluate the ongoing operations and prospects of OfficeMax by providing better comparisons.

Whenever we use non-GAAP financial measures, we designate these measures which exclude the effect of certain special items as adjusted, and have provided a reconciliation of non-GAAP financial measures to GAAP financial measures in our press release today.

Some statements made on this call and other written or oral statements made by or on behalf of the company constitute forward-looking statements within the meaning of the federal securities laws, including statements regarding the company’s future performance as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future.

Management believes that these forward-looking statements are reasonable; however, the company can not guarantee that it will successfully execute its turnaround plans or that its actual results will be consistent with the forward-looking statements, and you should not place undue reliance on them.

These statements are based on current expectations and speak only as of the date they are made. The company undertakes no obligation to publicly update or revise any forward-looking statements whether as the result of future events, new information or otherwise.

Important factors regarding the company which may cause results to differ from expectations are included in the company’s annual report on Form 10-K of the year ended December 30, 2006 and included under the caption Cautionary and forward-Looking Statements in item 1(a) of that form and in the company’s other filings with the SEC.

As always, after the call today, please feel free to call me with any follow-up questions. It’s now my pleasure to turn the call over to Sam Duncan, Chairman and CEO of OfficeMax.

Sam Duncan

Good morning, everyone. Thank you for joining Don Civgin, our Chief Financial Officer, and me on the call this morning. Today Don and I will review OfficeMax’s third quarter 2007 performance and I will update you on some of our 2007 initiatives as they relate to our Q3 performance and to the priorities we’ve set early this year.

We are in the process of preparing our 2008 operating plan and we look forward to sharing more details of that plan with you early next year. Overall, for the third quarter of 2007, our results showed progress within the framework of our turnaround plan, even while we navigate a weaker economic environment that has had some impact on both our contracts and retail operating segments.

In our retail segments, we are disappointed with the bottom line decline in the third quarter, reflecting our need to reaffirm our priorities for profitable growth and cost controls. However, we are pleased with the third quarter improvement in our contract segment bottom line as we address some negative trends we experienced during the first half of the year.

For the third quarter of 2007 compared to the prior year period as adjusted, total sales grew 3.2% to $2.3 billion; operating income margin improved 30 basis points to 3.9%; net income increased 16% to $49.9 million; and earnings per share increased 14% to $0.64 per share.

In our contract segment, we experienced gross margin decline in the third quarter versus last year, but improvement from the first half of 2007. From the third quarter of 2007 compared to the prior year period as adjusted, contract generated operating income margins of 4.6%, up 70 basis points by offsetting gross margin declines with improved operating expense as a percent of sales.

For our US contract, which represents about 75% of our total contract sales, we experienced a 1.9% decrease in sales in Q3 versus the prior year after generating year-over-year growth during the first half of 2007. The decline in Q3 sales versus the prior year reflects lower sales from existing accounts, which we believe is due to a softer, more cautious economy.

In addition, our decline in Q3 US contract sales versus prior year reflects our initiatives to increase discipline and are ramping up new accounts versus the first half of 2007. These sequential declines in US contract sales in Q3 versus the first half of 2007 also reflects our decision to terminate a contract with one significant large account that started with us in December of 2006.

Our contract segment gross margin in the third quarter of 2007 was 22.1% down 20 basis points from Q3 last year, primarily due to lower billed gross margin rate in large US contract customers, partially offset by reduced delivery costs.

While our contract gross margin in Q3 continues to be negatively impacted by higher paper prices versus last year, we were able to pass through more of these price increases to our customers than during the first half of 2007.

Our third quarter contract operating margin expansion reflects actions we took in US contract throughout 2007 to improve profitability from existing customers and from new or renewing customers.

For existing large customers, our centralized team pursued various win-win tactics with our customers. Some of these tactics included increasing private label sales and negotiating manufacturer price increase or cost to serve options. Other activities included reviewing unprofitable accounts and pursuing appropriate actions to improve profitability or developing an exit strategy. These existing customer tactics contributed materially in improving our contract gross margin rate sequentially from Q2 to Q3 in 2007 by 70 basis points.

The action plans we implemented for US contracts also improved how we bring on new and renewing large customers, to avoid unprofitable sales. Specific tactics include centralized pricing control, better analytics, improved accountability and more discipline in approving contracts. As we have discussed previously, the impact of these initiatives is lowering new account sales growth, but better performance.

In the third quarter compared to the second quarter of 2007, sales from new accounts decreased about 8% but gross margin rates were approximately 190 basis points higher. As most of you are aware, one of our 2007 priorities has been cost control and we have made significant progress in reducing both our US contract delivery cost sales and operating cost.

As part of our US contract reorganization, we aligned delivery operations under supply chains. This drove efficiency by leveraging our transportation assets better through higher utilization of our private fleet and creating higher productivity in both delivery and warehouse.

On the operating expense side during Q3, we benefited from our sales reorganization including lower sales payroll cost as a percent of sales; lower US contract operating costs contributed significantly to our total contract segment operating expense as a percent of sales improvement of 90 basis points in Q3, compared to the same period last year as adjusted.

For our US contract reorganization including supply chains delivery and operating cost improvement, we estimate total savings of at least $10 million on an annualized basis in 2007.

Looking forward, we plan to use our cost to serve initiatives to improve our customer experience, another 2007 priority. We are pursuing incremental improvement in contract operating margins by redefining our customer proposition and aligning our services such as delivery frequency and minimum order sizes with what our customer truly need.

We are also continuing to rationalize our product offering with more emphasis on meeting customer requirements for product selection. Specific tactics include increasing private label sales in contract, negotiating a set of core products to optimize account performance, and refining our stocking strategies.

While our private label percent of total US contract sales has increased 400 basis points in Q3 to 31%, it still represents significant opportunity. These tactics are part of our strategy to lower cost for our customers while generating better profitability for OfficeMax.

As we have discussed throughout our turnaround, one of our objectives is to expand our percentage of contract sales from the middle market customers. The middle market is very attractive, representing potentially $50 billion in sales in the US and generating gross margin that can average 500 to 1000 basis points higher than a typical large contract customer.

Through our contract reorganization in 2007, we decreased our overall salesforce headcount by about 15%, but we increased the number of middle market sales hunters. While our reorganization has challenged our middle market sales growth in 2007, in Q3 we began to see positive trends from our new sales teams, and we believe middle market remains a huge opportunity. Our goal is to grow annual sales from the middle market at double-digit rates in each of the next two years.

Summarizing the contract segment initiatives from 2007, which has been driven by our core turnaround strategy, we remain focused on managing profitable sales growth from large customers, targeting improved gross margins from continued cost containment, and enabling aggressive middle market sales growth for the future.

Moving to our retail segment, third quarter performance reflected a weaker spending environment with softer sales from our higher-margin categories and increased technology category sales. This resulted in a shift of our sales mix and produced lower gross margins that we were not able to offset with cost reductions.

For the third quarter of 2007, retail generated operating income margin of 4%, down 100 basis points year over year. Our same-store sales increase of 0.8% showed relative strength, given the weaker consumer and small business spending environment.

For the key back-to-school season, sales were up about 1%, but customers were more responsive to promotional offers than last year, perhaps reflecting the impact of the US economy on purchase decisions. This year’s back-to-school sales season shifted to later in the quarter as school openings adjusted, resulting in improved sales trends in late August and September.

Looking at specific category performance for retail in the third quarter, our technology category, which represented 50% of Q3 retail sales, generated positive same-store sales from computers, digital cameras and printer supplies, but weaker sales from business machines. We have experienced growth in technology sales throughout 2007 versus last year reflecting trends in the US for computer products but also reflecting improvements we’ve made in our PC and laptop category management.

Our furniture category, which represented 9% of Q3 retail sales, experienced negative same-store sales in Q3, reflecting some execution issues with assortment. Our supplies and paper category represented about 41% of Q3 retail sales and includes ImPress, our press and document services.

Within supplies, we experienced negative same-stores sales for Q3 with the back-to-school season growing moderately, offset by declines in our core office supply categories for the full quarter.

OfficeMax ImPress produced same-store sales growth in the mid single-digits for Q3 while our growth in the recent quarters improved ImPress sales to our contract customers. While growing off of a small base, we continue to build print and document service relationships with our contract customers and believe it has significant potential. While it is difficult to quantify the impact, we believe the negative same-store sales we experienced for core supplies, ImPress and furniture in Q3 reflects weakness in overall consumer and small business spending in the US.

Retail gross margin declined to 28.9% in the third quarter of 2007, down 120 basis points versus last year, primarily due to the impact of a shift in the mix of sales to a higher percentage of technology category sales at lower gross margin rates, and a lower percentage of sales in core office supplies and furniture which typically generate higher gross margin rates.

For the third quarter of 2007 compared to last year, retail segment operating expense as a percent of sales improved 20 basis points to 20.9% in Q3, but this was not enough to offset our retail gross margin decline. To address the Q3 operating margin decline in retail, in the near term we are adjusting our promotional activities and expenses in light of more cautious shopping trends by retail consumers and small businesses.

The holiday outlook in November and December of 2007 is for weaker sales growth than last year, according to economic forecasts. We will continue to adjust our promotional activities, align our marketing plans and aggressively pursue cost savings.

As with contract, private label is also a critical retail initiative that continues to grow in 2007 with potential for gross margin improvement. For the third quarter of 2007 about 19% of our retail sales were private labels, excluding our services businesses, but including paper. This represents an increase of 200 basis points from the third quarter last year. We remain under-penetrated in many categories, including commodity and premium office supplies, technology, accessories and some furniture.

Private label is attractive, with gross margin rates estimated at 700 to 1,000 basis points higher than a brand equivalent in certain targeted categories. We see our opportunity to increase private label productivity with additional brand expansions and better direct and domestic sourcing.

We are also continuing to pursue our 2007 priority of cost control in retail, both through targeted cost reductions and cost leverage of store expenses as a percent of sales. We plan to generate cost leverage from sales growth as our new stores become more productive. Our strategy is to open stores mostly in existing markets to leverage fixed costs, utilizing existing infrastructure and raise the overall profitability of key markets.

Typically, our new stores are modeled to reach profitability in year two and reach mature sales levels by year five. Since the beginning of 2007, we have been using more robust analytics to identify optimal new-store locations and to model performance expectations. We remain on track to open another 40 to 45 domestic stores in the fourth quarter of 2007 for about 60 total new domestic stores for full year 2007.

Longer term our real estate plan includes a five-year growth strategy using inhouse real estate expertise to identify sites, design, construct and open stores in accordance with our five-year plan.

Another important part of our real estate strategy is our multi-year plan to remodel stores to our Advantage store prototype. In the third quarter, we remodeled a test of ten stores in Colorado, California and Florida. We are evaluating results, improving our remodel processes to reduce cycle time for completing remodels, and value engineering our investment for the best return.

In summary, the 2007 retail initiatives which are part of our turnaround strategy include plans to address a softer selling environment, managing gross margins through effective promotional strategy and category management, controlling and leveraging expenses, and improving our real estate position through new and remodeled stores.

At this point, I’d like to turn the call over to Don Civgin so he can review additional details for the quarter.

Don Civgin

Thank you, Sam, and good morning, everyone. For the third quarter of 2007 on a GAAP basis, OfficeMax generated net income of $49.9 million or $0.64 per diluted share compared with net income of $31.4 million or $0.41 per diluted share for the same period last year. Net income for the third quarter of 2007 increased 16.6% compared to adjusted net income in the third quarter last year of $43.2 million or $0.66 per diluted share.

Private sales for the third quarter of 2007 were $2.32 billion, an increase of 3.2% compared to the same period a year ago. Contract segment sales for the third quarter of 2007 were $1.19 billion, an increase of 2.4% compared to last year.

US contract sales decreased 1.9%, primarily due to lower large and middle-market customer sales as well as from lower sales in our small market direct business from our continued reduction in catalog circulation to cut costs.

In our international contract operations which include our businesses in Canada, Australia and New Zealand, we increased sales 16.2% in US dollars or 4.3% in local currency for the third quarter of 2007 compared to the same period a year ago. Retail segment sales increased 4% in the third quarter of 2007, driven by new store openings net of closed stores and same-store sales growth of 0.8%.

At the end of the third quarter of 2007, we had 36 net new stores opened in the US and 14 net new stores opened through our joint venture in Mexico compared to the end of the third quarter of 2006.

Total gross margin for the third quarter of 2007 was 25.4% compared to 26.1% in the third quarter of 2006, reflecting lower gross margin in both contract and retail. In contract, our gross margin rate declined in the third quarter of 2007 to 22.1% compared to 22.3% last year, but improved sequentially versus the first half of 2007. Retail gross margin declined to 28.9% in the third quarter of 2007 compared to 30.1% last year.

Total operating expense for the third quarter of 2007 improved to 21.5% of sales from 22.4% in the third quarter of 2006 as adjusted, reflecting reduced expense as a percentage of sales in both contract and retail segments. Part of our improved operating expense as a percentage of sales in the third quarter of 2007 is due to lower incentive compensation cost across our contract, retail, and corporate and other segments as we reduced our expected incentive compensation payoff for 2007.

Contract segment operating expense improved to 17.5% of sales in the third quarter of 2007 versus 18.4% in the prior year period, as adjusted. The contract operating expense improvement was primarily due to effective cost management in US contract, the lower incentive compensation costs, as well as expense leverage in international contracts.

Our contract segment operating expense improvement in the third quarter of 2007 included a $2.9 million write-off of software in our international contract operation.

As Sam stated earlier, the retail segment operating expense improved by 20 basis points in the third quarter of 2007 to actually 24.9% versus 25.1% in the prior year period, primarily due to the lower incentive compensation cost, partially offset by higher store labor costs. Our corporate and other operating segments includes support staff services and other expenses that are not fully allocated to our retail and contract segments.

Corporate and other operating expense in the third quarter of 2007 decreased $8.8 million to $10.0 million versus $18.8 million in the third quarter of 2006 as adjusted, primarily due to lower incentive compensation costs and reduced legacy company expenses.

Total operating income in the third quarter of 2007 improved to $90.2 million or 3.9% of sales from adjusted operating income in the third quarter last year of $81.7 million or 3.6% of sales. Operating income improvement was driven by higher operating income in contract and improved corporate and other segment operating expense, partially offset by lower operating income in retail.

Moving to the balance sheet, we ended the third quarter of 2007 with inventories $88.9 million higher than at the end of the third quarter last year, primarily due to our store growth year over year and an increase in international contract inventory due to foreign currency exchange rates. Inventory turns current decreases to 6.6 in the third quarter of this year from 6.9 turns in the third quarter of last year, primarily due to higher inventory levels and lower turns from new stores as they ramp up productivity.

Accounts payable ended the third quarter $7.6 million higher than the third quarter of 2006, primarily reflecting the timing of vendor payments, including back to school and holiday inventory purchases.

We ended the third quarter of 2007 with accounts receivable $220.4 million higher than the third quarter of 2006 primarily as a result of terminating our accounts receivable securitization program on July 12, 2007. The termination of our accounts receivable securitization program took place with the simultaneous restructuring of our revolving credit facilities. By amending and restating our revolver, we expect increased financing terms and lower total costs.

At the end of the third quarter of 2007, under our amended $700 million revolver, we had $618 million available. We’re expecting no borrowings, and $82 million of letters of credit issued under the revolver. At the end of the third quarter of 2007 we had total debt, excluding the securitization notes, of $384.4 million in cash and cash equivalents of $147.4 million.

Turning to cash flow, during the third quarter of 2007 we used $9.1 million of cash from operations, a decrease of $197.9 million from the third quarter of 2006, primarily due to increased accounts receivable. Capital expenditures totaled $31.9 million for the third quarter of ‘07 and totaled $101.3 million for the first nine months of the year, with the largest components being new stores, capital projects and information technology. With remaining capital projects planned in the fourth quarter we expect our capital expenditures for full year ‘07 to total between $140 million and $150 million.

In the fourth quarter of 2007, we expect to receive a payment from Boise LLC under our additional consideration agreement that we entered into in connection with the October 2004 sale of our paper, forest products and timber assets. Under the terms of this agreement, sales proceeds may be adjusted upward or downward based on market prices for paper. Based on a 12-month measurement period ending September 30, 2007, we expect to receive a payment of approximately $33 million from Boise LLC in the fourth quarter of 2007.

Now I will turn the call back over to Sam.

Sam Duncan

Thanks, Don. We have reviewed with you today our third quarter performance and some of the key turnaround initiatives driving that performance. Along with these initiatives, we have made some important management changes in our contract and retail segments in 2007 to lead the next phase of our turnaround.

One critical executive appointment has been that of our Chief Operating Officer Sam Martin in September of 2007. Sam joined OfficeMax from Wild Oats and he has held many leadership positions and operations through his distinguished 30-year career. In the short time Sam has been observing and leading contracts, retail and supply chain operations at OfficeMax, he’s already made important contributions.

The OfficeMax management team and board of directors are aligned in assuring we continue to pursue ways to maximize shareholder value. Our board continues to oversee our turnaround initiatives and our execution of our near-term action plans to address areas of concern. Our expectation is that continuing to execute our turnaround initiatives will achieve our goal of expanding operating margins and deliver value for shareholders.

We have already made progress accomplishing some of the key elements of our long-term strategy through initiatives that contributed to meaningful operating margin improvements in 2006 and 2007.

Now our sights are set for the fourth quarter of 2007 and planning for 2008. While we do not provide detailed sales and earnings guidance, we currently expect the following:

Well into 2008 we expect our performance will continue to be impacted by a weaker US economic environments but will benefit from our turnaround initiatives. In our contract segment, we expect to continue to focus on profitable sales and improved cost structure as we gain traction from the changes we’ve made through the reorganization this year.

In our retail segment, we expect to continue to focus on operating margin expansion from top line sales growth, merchandising initiatives and cost controls, and for 2008 we currently expect to open up to 60 new domestic stores. We expect to provide you additional details of our 2008 performance drivers at an OfficeMax investor day and webcast in early 2008.

This concludes our prepared remarks. Now we’ll open the call up for questions.

Question-and-Answer Session

Operator

Your first question comes from Steve Chick – JP Morgan.

Steve Chick – JP Morgan

Good quarter under the circumstances, I think. Your decline in US contract sales year-over-year of 1.9% or so, what’s the dollar value of the large account that you voluntary cut business with? When exactly did that start in the quarter?

Sam Duncan

Steve, we originally started that contract in December of last year and we ended it around July of this year. We’ll have to verify that and get back to you. It was a large account and I won’t tell you the exact denomination but it was a very large customer that was just not productive right out of the chute after we signed it.

Operator

Your next question comes from the line of Brad Thomas - Lehman Brothers.

Brad Thomas - Lehman Brothers

I just wanted to dig a little deeper into the retail gross margins. I know you had said that mix was the primary reason that the margins were down. But I wonder if you could just talk a little bit more about what’s going on beyond just the mix? Is it the merchandise margin?

Sam Duncan

Brad, what it is, is first of all the technology side of it. We just got back into computers in the past year or so and unfortunately the computers don’t have a very high gross margin. In fact, sometimes you’re lucky to breakeven. We were hoping to achieve a certain attachment rate of peripherals or accessories to go along with those computers and we did not achieve that. Consequently it hurt our margins. We’ve got to continue to work on getting a better attachment rate onto our computer sales.

What we are seeing in the retail side is just more cherry-picking from customers. The customers are very savvy and very smart and that was very evident in back-to-school. We would see customers come in with lists that had four or five different retails on them with the items that they were to get at each location.

We just have to, as we would always want to do, work on our merchandising in the stores to improve both the sales and margin side. But those are the two big things that hurt us in Q3.

Brad Thomas - Lehman Brothers

As we look ahead to the holidays, any specific marketing or merchandising initiatives you think could help you in the fourth quarter?

Sam Duncan

Well yes, we’re looking at that and analyzing that. Hopefully we can find ways to help improve our performance on the retail side. The economic conditions do not look bright compared to the information that we’re seeing, so that’s a concern. I think everybody is saying this is supposed to be like the worst holiday season in four or five years, and that concerns us. We’re concerned with what we saw in back-to-school with the cherry-picking. We’re aggressively looking at ways to offset that or try to offset that if that continues.

Operator

Your next question comes from the line of Mitch Kaiser - Piper Jaffray.

Mitch Kaiser - Piper Jaffray

I was curious about the CapEx guidance for the year. I think before you had said maybe slightly below $180 million. You’ve continued with your store guidance of doing $40 million for the fourth quarter. Could you just say what’s changed in your thinking?

Don Civgin

Really from the beginning of the year, Mitch, we’ve cut back the remodel program pretty dramatically, and that’s been the reason the number has dropped from $180 million to $200 million down to $140 million to $160 million we’re talking about now.

Mitch Kaiser - Piper Jaffray

I know you did ten remodels in the quarter. What are you seeing differently that’s caused you to pull back or pause on that a little bit?

Sam Duncan

We did that, as I said in the comments, because we wanted to make sure that we get all our processes in place and to get the value engineered; everything, all of the equipment and everything. This company has not done remodels in a long time and so we just didn’t have the processes in place.

We are going to do remodels in ‘08, and we’ll probably do a lot of them. We’ll give you the details at the end of the year, but I will tell you when we said we were going to open 60 new stores, my anticipation is, is to do equal that amount of remodels or more.

Mitch Kaiser - Piper Jaffray

if you look at the chain, how many stores do you think would have to be remodeled at this point or would you like to remodel?

Sam Duncan

All of them.

Mitch Kaiser - Piper Jaffray

Fair enough. On the corporate expenses, you continue to make some nice headway there. I guess, the comp is what it is. But on the legacy-related costs, are there still opportunities there to take corporate expenses out, do you believe?

Don Civgin

Over the course of the next year or two, Mitch, there would still be some opportunities to do that, but it’s come down pretty dramatically, so I think the rate of improvement will decline.

Mitch Kaiser - Piper Jaffray

Lastly, I guess the tax rate dipped down this quarter. Could you just comment on the reason for that? I know you’re not into providing guidance, but could you give us some clarity for what we should expect for the fourth quarter?

Don Civgin

Sure, the resolution of some audits and some other matters basically let us free up some reserves. So I think the fourth quarter number, everything else being the same that we’d be comfortable with is the year-to-date percentage.

Mitch Kaiser - Piper Jaffray

In terms of the contract that you exited, were there any costs associated with getting out of that contract that you would have recognized in the third quarter?

Sam Duncan

Well your costs are just what you had to start it up and to stop it. I don’t believe we had any write offs for that agreement.

Mitch Kaiser - Piper Jaffray

Okay, thanks guys. Good luck.

Operator

Your next question is a follow-up question from the line of Steve Chick - JP Morgan.

Steve Chick – JP Morgan

Don, can you give maybe a little more details and granularity with the reduction in the incentive-based compensation? Why that was reduced? It seems like maybe you’re on with your internal plan, and I don’t know if you can assign the amounts that might have helped the quarter, and how that’s going to look as the year goes on.

Don Civgin

Without getting into what our internal plan is or isn’t, I think it’s no surprise, based on some of the things we’ve said earlier, that we’re not happy with the performance this year, and we would have hoped to do better. I think the decrease in incentive comp that you’re seeing in the third quarter is a reflection of that. I mean we’re not accruing bonuses at the same level, clearly, that we did last year with our performance last year. That’s really the reason the incentive comp has come down.

It’s a meaningful number this quarter. It’s truing up three quarters worth to get us to the right year-to-date accrual, but it does have to do with performance being below expectations for the year, but that should be no surprise based on our earlier comments.

Steve Chick – JP Morgan

Given it’s a true-up, it might be kind of important for us to maybe know what -- it is in corporate overhead as well as both your segments.

Don Civgin

Yes, it is in both the segments, and it’s in the high single-digits in millions.

Steve Chick – JP Morgan

Going into the fourth quarter, we kind of had this type of run rate?

Don Civgin

I mean, that depends on the performance in the fourth quarter. So we’ll have to see.

Steve Chick – JP Morgan

The reason why I was asking about the contract that you got out of, I don’t know if that was one that kind of shifted back to Corporate Express. But by my math, it seems like that’s the type of contract that could have weighed on your US contract business by 100 basis points. Is it as material as that?

Sam Duncan

I’ll just say, Steve, it’s a very large account. The quarter that we signed it, it cost us money on the operating income side. So yes, you’re going to lose on the sales side, but we’re going to pick it up on the op income side.

Steve Chick – JP Morgan

I wanted to see if I was directionally right with my math. Don, the $33 million payment you’re expecting from Boise in the fourth quarter, is that a return of capital type of payment where your book investment is now going to go down? Or is it income?

Don Civgin

First of all, yes, we do expect that right around the end of the year. It will be income. But it would obviously not be ongoing operations either.

Steve Chick – JP Morgan

So what’s on your books stays the same? The book value that you have in your balance sheet of $175 million, that doesn’t change?

Don Civgin

Yes.

Steve Chick – JP Morgan

Don, you mentioned in international you had some software writeoffs of $2.9 million.

Don Civgin

Yes.

Steve Chick – JP Morgan

Should we look at that as something that’s a little bit not reoccurring and somewhat unusual? What exactly were the activities there?

Don Civgin

It was a piece of software that they had worked with for some time. I think this quarter it was determined that it really was inappropriate that it be on the books at this point. So it’s clearly not something that’s happened earlier in the year. It is unusual which is why we pointed it out. It’s a pretty substantial number.

Sam Duncan

That was a purchase of software that was made approximately four or five years ago.

Steve Chick – JP Morgan

That’s not something that happens obviously every quarter, so it seems like something obviously non-reoccurring.

Operator

Your next question comes from the line of Colin McGranahan - Bear Stearns.

Colin McGranahan - Bear Stearns

First, you commented on adjustments to the promotional and marketing activities going forward in regard to the environment. Can you just maybe more broadly talk about what you did and what you saw during the third quarter? To any degree that you’re comfortable with and knowing obviously this is a very competitive area as we are coming into the holidays, but what you meant by promotional adjustments and alignments.

My second question would be just on your five-year, your long-term store growth strategy, I’m not sure that you’ve ever given us any insight into that. Is the 60 that you did this year, the preliminary prep plan for next year, is that a level of absolute number of store openings that we should pretty much just assume through that five-year plan?

Sam Duncan

Colin, we haven’t disclosed that yet, but those are numbers that look pretty safe. I guess I would say going forward they could change, but we have yet to get board approval on some of the things and we will finalize that and go over it with you at the beginning of next year.

On the promotional adjustments, again in the back-to-school season when we saw 4 cherry-picking going on from consumers than we’ve seen in the past, so promotional adjustments, what we mean by that is looking at our ads. Historically in this business you don’t run ads every single week. You have what we call dark weeks where there’s no ads. We look at opportunities. If there’s any opportunity just to go dark on some weeks in every quarter, and we’re hearing that.

Also, we’re reviewing the items that we’re putting into ads to make sure that with all the cherry picking going on, we may reduce the items or look at the pricing that’s in there and not go quite so deep because of the cherry-picking going on to save some markdown money. So that’s what we mean by promotional adjustments.

Colin McGranahan - Bear Stearns

Cherry-picking, it seems to us that’s an outcome of a more difficult consumer environment. So would you address that by instead of promoting individual items going to like a 5% off your purchase strategy or something like that to try to avoid that cherry-picking behavior?

Sam Duncan

Well, we look at everything. I’m not sure percentage offs work a great deal, but I know what you’re saying. But we will take a look at just about anything and try to be creative where we can get customers in our stores but limit our markdown.

Colin McGranahan - Bear Stearns

Would you say the overall intensity of the promotion environment in the third quarter apart from this cherry-picking behavior was any different?

Sam Duncan

We saw more aggressiveness in the promotional activity.

Operator

Your next question comes from Chris Horvers - Bear Stearns.

Chris Horvers - Bear Stearns

I wanted to follow up on the intent of Tom’s question. What factors drive incentive comp accruals? It sound like you made a reversal true-up in 3Q. I think it’s probably lower 4Q and then for a part of next year. But what factor should we think about? Is it return on sales? Is it EBIT rate? So on and so forth.

Don Civgin

First of all, I don’t know that we’re talking about 2008 here. I mean we’re talking about 2007 incentive plans so the part about next year is not right. But as it relates to the third quarter and again what we’ll do in the fourth quarter we have a variety of incentive targets obviously better disclosed to some extent in the proxy, but we have a variety of incentive targets internally which we measure against. Based on our performance against those targets, we determined the right amount to accrue. That’s what we did in the third quarter and that’s what we will do again in the fourth.

Chris Horvers - Bear Stearns

So I am curious as to what – is it a sales return or is it a profit rate? If you had to categorize the biggest ones, the biggest drivers, what would it be?

Don Civgin

It is a variety of things and it’s different for different groups of people. I would tell you that it obviously has to do with sales and profits.

Chris Horvers - Bear Stearns

Sales and profits. On the contract that you exited, is it easy to get out of contracts? Is there normally, is there a timeframe where you can say, , we don’t like this after six months, we can get out of it. How easy or difficult is it to exit those kind of contracts?

Sam Duncan

Most of the contracts have out clauses in them where one party or the other’s unhappy. They might be 60-day outs, 90-day outs, 120-day outs but it’s safe to say that most or all of our contract have an option out in them, and this particular contract did.

Chris Horvers - Bear Stearns

I may have missed this in the prepared remarks, how do you think you performed within the middle market sequentially over the first three quarters of the year on the contract side?

Sam Duncan

Well we’re still not totally happy with it. That’s why we’re doing some restructuring. It’s showing better signs or better trends than Q1 and Q2. I would hope to see Q4 better than Q3, Q2 and Q1 but that’s up to us to prove that. I feel good about the changes that we’ve made and the direction that we’re going there.

Chris Horvers - Bear Stearns

Are there any contracts that you’re currently reviewing and potentially thinking about exiting in the near term?

Sam Duncan

There’s nothing on our screen or anything that indicates any serious troubles or anything. We’re just trying to look at how we can manage all of our contracts. There are no danger signs in any ones that we have today like the one that we exited earlier this year.

Operator

The next question comes from Matt Fassler - Goldman Sachs.

Matt Fassler - Goldman Sachs

I’d like to ask a question on the working capital front, specifically about receivables. If you could quantify the increase of receivables on the books as a result of terminating the securitization program and what AR growth might have looked like without that change in financial structure?

Don Civgin

Matt, it’s roughly $160 million with what was added to receivables when we took out the securitization program.

Matt Fassler - Goldman Sachs

How come we made that change?

Don Civgin

Frankly given the circumstances and the rates and the structure, it was just more attractive for us to do a $700 million revolver and replace the $500 million revolver and $200 million securitization. It’s basically more cost effective for the company.

Matt Fassler - Goldman Sachs

Focusing on retail and the merchandise mix, can you give us some color on the magnitude of the supplies decline? It sounds like within that the core business customer might have been a little bit softer than the consumer, but it would be interesting if you could clarify whether you thought that was the case.

Finally as you look at the fourth quarter along those lines, do you think that the consumer is as important, more important or less important to your fourth quarter retail sales relative to Q3?

Sam Duncan

Matt, I would say that they are equally as important. I wouldn’t downplay one way or the other. Supplies, you are correct in your statement. We’ve just got to figure out ways to be more creative in our merchandising, meaning inside of the stores to make our merchandise mix look more attractive and that’s what we’re doing today.

Matt Fassler - Goldman Sachs

Finally, if you could give us some color on your read on the productivity of new stores and just to play devils’ advocate, this is an industry where all three players are seeing slowing results, certainly challenges and margin contraction. Does this lead you to reconsider your store growth agenda as you look to ‘08 and ‘09?

Sam Duncan

No, we are not reconsidering our store growth. We feel that we’ve got opportunities to grow in the areas that we’re in today, and we’re using our map and flow software that we have for that. That helps us a lot to pick out what we think are very good sites, and as I said in my remarks, we give our stores two years to reach profitability, and I will not say that we’re unhappy with any of them at this point. We’re making progress.

Operator

Your final question comes from Seth Basham - Credit Suisse.

Seth Basham - Credit Suisse

Digging a little bit deeper into some of the previously asked questions, just thinking about the merchandising mix on the retail side, you mentioned technology being a much bigger component. By my calculations, if it is apples-to-apples, it’s only 150 basis points larger as a percentage of the business this third quarter versus last, which wouldn’t suggest a huge impact on the margins from mix.

Maybe you can give us a little bit more granularity within that category how big computers were and some of the other lower margin components of technology?

Sam Duncan

Seth, I don’t have those numbers in front of me. That’s something that John maybe get back to you on. I just couldn’t answer that right now.

Seth Basham - Credit Suisse

At a higher level, Sam, is it more about the mix here or is it more about just a promotional environment, in your view?

Sam Duncan

Mix. You know we have to get a better attachment rate of accessories to the computers we sell, and hopefully not have a customer just walk out with a laptop or a desktop and not purchase routers and hard drives and mouses and all of those things. That’s what we saw in the third quarter is our attachment rate was not where it should have been to offset the negativity of the margin on the computers.

Seth Basham - Credit Suisse

As you think about the business machine category, which you mentioned was kind of soft, how are you inventories and your promotional expectations for that category, going forward?

Sam Duncan

We are happy with our inventories at this level. Inventories are not a problem in our company today.

Seth Basham - Credit Suisse

Lastly on the retail side, thinking about store labor. You mentioned that it was up in the quarter, and what’s your expectation going forward? I though the labor plan was pretty much set.

Sam Duncan

Well we adjust our labor. Yes, you have a basic labor plan in any company, and you go as your sales trims are moving one way or the other you adjust those numbers, and that’s what we continually to do. If the sales are going down, you adjust your labor needs and your stores or vice versa.

We continue to look at that and look at what the needs are in our stores, and that will be the focus in the fourth quarter and we’ll look to make sure that we make the right adjustments.

Seth Basham - Credit Suisse

John, lastly on the incentive comp question, just a follow up. The reduction there for the third quarter also includes reversals of accruals for earlier in the year?

John Jennings

Yes.

Operator

We have reached the end of the allotted time for questions and answers. Mr. Jennings, are there any closing remarks?

John Jennings

No, that’s all, Cody. Thank you very much for joining our call today.

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