GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 27, 2014

NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The components of goodwill by segment are provided in the following table:


(In millions)	North American Retail Division			North American Business Solutions Division			International Division			Corporate			Total
Goodwill	$	2		$	368		$	909			—		$	1,279
Accumulated impairment losses		(2	)		(349	)		(863	)		—			(1,214	)
Foreign currency rate impact		—			—			(1	)		—			(1	)

Balance as of December 29, 2012	$	—		$	19		$	45			—		$	64

Impairment loss		—			—			(44	)		—			(44	)
Additions		—			2			—			377			379
Foreign currency rate impact		—			—			(1	)		—			(1	)

Balance as of December 28, 2013	$	—		$	21		$	—			377		$	398

Measurement period fair value adjustments		—			—			—			17			17
Sale of Grupo OfficeMax		—			—			—			(24	)		(24	)
Allocation to reporting units		78			277			15			(370	)		—

Balance as of December 27, 2014	$	78		$	298		$	15			—		$	391

Goodwill additions included in Corporate in 2013 relate to the Merger. The allocation of the Merger consideration to the reporting units was completed in the third quarter of 2014. As the Company finalized the purchase price allocation in 2014, certain preliminary values were adjusted as additional information became available. Initial amounts allocated to certain property and equipment accounts decreased by $16 million and tax account adjustments were $1 million. Goodwill of $24 million was allocated to the Grupo OfficeMax business and was removed following the August 2014 sale of that business.

As a result of the disposition of its investment in Office Depot de Mexico and the associated return of cash to the U.S. parent, in the third quarter of 2013, the carrying value of the related reporting unit exceeded its fair value. Because the investment was accounted for under the equity method, no goodwill was allocated to the gain on disposition of joint venture calculation. However, concurrent with the sale and gain recognition, a goodwill impairment charge of $44 million was recognized and is reported on the Asset impairments line in the Consolidated Statements of Operations. Refer to Note 16 for additional discussion of goodwill valuation considerations and annual impairment testing.

Intangible Assets

Definite-lived intangible assets are reviewed periodically to determine whether events and circumstances indicate the carrying amount may not be recoverable or the remaining period of amortization should be revised. In connection with implementing the Real Estate Strategy in 2014, the Company recognized impairment charges associated with favorable leases related to identified closing locations totaling $5 million. In 2012, the Company re-evaluated the remaining balances of certain amortizing intangible assets associated with a 2011 acquisition in Sweden. An impairment charge of $14 million was recognized. These impairment charges are presented in Asset impairments in the Consolidated Statements of Operations. Refer to Note 16 for additional information on fair value measurement and Real Estate Strategy.

During 2014, the Company reassessed its use of a private brand trade name used internationally that previously had been assigned an indefinite life. The expected change in profile and life of this brand, along with assigning an estimated life of three years, resulted in an impairment charge of $5 million which is reported in Asset impairments in the Consolidated Statement of Operations. At December 28, 2013, the carrying value of this indefinite-lived intangible asset was $6 million.

Definite-lived intangible assets, which are included in Other intangible assets in the Consolidated Balance Sheets, are as follows:


	December 27, 2014
(In millions)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Customer relationships	$	77	$	(37	)	$	40
Favorable leases		36		(8	)		28
Trade names		9		(5	)		4

Total	$	122	$	(50	)	$	72


	December 28, 2013
(In millions)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Customer relationships	$	74	$	(20	)	$	54
Favorable leases		44		—			44
Trade names		10		(1	)		9

Total	$	128	$	(21	)	$	107

Definite-lived intangible assets generally are amortized using the straight-line method. The pattern of benefit associated with one customer relationship asset recognized as part of the Merger warranted a three-year accelerated declining balance method. Favorable leases are amortized using the straight-line method over the lives of the individual leases, including option renewals anticipated in the original valuation. The remaining weighted average amortization periods for customer relationships, favorable leases and trade names are 6 years, 15 years, and 1 year, respectively.

Amortization of customer relationships and trade names was $18 million in 2014, $4 million in 2013, and $5 million in 2012. Intangible assets amortization expenses are included in the Consolidated Statements of Operations in Selling, general and administrative expenses. Amortization of favorable leases is included in rent expense. Refer to Note 10 for further detail.

Estimated future amortization expense for the intangible assets is as follows:


(In millions)
2015	$	17
2016		12
2017		7
2018		6
2019		5
Thereafter		25

Total	$	72

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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