NOTE 2. MERGER

On November 5, 2013, the Company completed its merger with OfficeMax. Each former share of OfficeMax common stock issued and outstanding immediately prior to the Merger was converted to 2.69 shares of Office Depot common stock. The Company issued approximately 240 million shares of Office Depot, Inc. common stock to former holders of OfficeMax common stock, representing approximately 45% of the approximately 530 million total shares of Company common stock outstanding on the Merger date. Additionally, OfficeMax employee based stock options and restricted stock were converted into mirror awards exercisable or earned in Office Depot, Inc. common stock. The value of these awards was apportioned between total Merger consideration and unearned compensation to be recognized over the remaining original vesting periods of the awards. Office Depot was determined to be the acquirer for accounting purposes.

The Merger was an all-stock transaction, valued at the closing price of Office Depot, Inc. common stock on the Merger date. In the third quarter of 2014, the Company completed the determination of the fair value of assets acquired and liabilities assumed and the allocation of the $1.4 billion consideration, including allocation of goodwill to the reporting units. Refer to Note 12 for further discussion on goodwill allocation.

Under the guidance on accounting for business combinations, merger and integration costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. Transaction-related expenses are included in the Merger, restructuring, and other operating expenses, net line in the Condensed Consolidated Statements of Operations. Refer to Note 3 for additional information about the expenses incurred during 2014.

Additionally, in accordance with certain Merger-related agreements, in both July and November 2013, the Company redeemed 50 percent of the outstanding redeemable preferred stock. The July 2013 redemption cash payment totaled $216 million and included the liquidation preference of $203 million, a redemption premium of $12 million, measured at 6% of the liquidation preference, and regular dividends incurred through the redemption date. The $43 million indicated as Preferred stock dividends on the Condensed Consolidated Statement of Cash Flows includes contractual dividend payments and the redemption premium. Preferred stock dividends included in the Condensed Consolidated Statement of Operations for the third quarter and year-to-date 2013 include contractual dividends, the redemption premium, and $10 million representing 50 percent of the difference between the liquidation preference and carrying value of the preferred stock. The liquidation preference exceeded the carrying value because of initial issuance costs and prior period paid-in-kind dividends recorded at fair value.

Consolidated joint venture held for sale

In August 2014, the Company completed the sale of its 51% capital stock interest in Grupo OfficeMax, the former OfficeMax business in Mexico, to its joint venture partner for net cash proceeds of approximately $43 million. The loss associated with the disposed business amounted to approximately $2 million, which resulted primarily from the release of the net foreign currency remeasurement differences from investment to the disposition date recorded in other comprehensive income (cumulative translation adjustment) and fees incurred to complete the transaction. The loss on disposition is included in Merger, restructuring, and other operating expenses, net in the Condensed Consolidated Statements of Operations. This disposition will not have a major effect on the Company’s operations and financial results, therefore, the transaction does not meet the discontinued operations criteria under the recently issued and early adopted accounting standards disclosed in Note 1. The amounts included in the Condensed Consolidated Statements of Operations for this business are as follows:


	2014
(In millions)	Third Quarter		Year-to-Date
Sales	$	28	$	155
Income before income taxes		1		6
Income attributable to Office Depot, before income taxes		1		4

The transaction was not contemplated at the Merger date, but because of the subsequent decision to sell, the joint venture’s assets and liabilities are presented in the Condensed Consolidated Balance Sheet at December 28, 2013, as Assets of consolidated joint venture held for sale and Liabilities of consolidated joint venture held for sale, respectively, and include the following:


(In millions)	December 28, 2013
Cash and cash equivalents	$	7
Receivables, net		18
Inventories		71
Property and equipment, net		47
Other assets		10

Assets of consolidated joint venture held for sale	$	153


Trade accounts payable	$	44
Debt		7
Accrued expenses and other liabilities		22

Liabilities of consolidated joint venture held for sale	$	73

Approximately $24 million of goodwill from the Merger was allocated to this entity that was sold.

Other assets held for sale

Certain facilities identified for closure through integration and other activities have been accounted for as assets held for sale. As of the third quarter 2014, these assets amount to $38 million and are presented in Prepaid expenses and other current assets. Any gain on these dispositions will be included when realized in Merger, restructuring and other operating expenses, net at the Corporate level.