MERGER AND DISPOSITIONS (Tables)

12 Months Ended

Dec. 27, 2014

Unaudited Consolidated Pro Forma Summary

The following unaudited consolidated pro forma summary has been prepared by adjusting the Company’s historical data to give effect to the Merger as if it had occurred on January 1, 2012:

	Pro Forma – Unaudited
(In millions, except per share amounts)	Year Ended December 28, 2013		Year Ended December 29, 2012
Sales	$	16,879	$	17,640
Net income	$	33	$	262
Net income attributable to common stockholders	$	31	$	258
Earnings per share available to common stockholders
Basic	$	0.06	$	0.50
Diluted	$	0.06	$	0.49

Summary of Consideration Transferred

The Merger was an all-stock transaction. The following table summarizes the consideration transferred.

(In millions, except for share exchange ratio and price)
OfficeMax common shares outstanding as of November 5, 2013		88
OfficeMax share-based awards exchanged		3
OfficeMax Series D preferred shares, as converted		1
OfficeMax common shares exchanged		92
Exchange ratio		2.69
Office Depot common stock issued for consideration		246.9
Office Depot common stock per share price on November 5, 2013	$	5.65
Total fair value of consideration transferred	$	1,395

Allocation of Consideration

The following table summarizes the allocation of the consideration to the assets and liabilities at November 5, 2013, as adjusted through the measurement period.

(In millions)
Cash and cash equivalents	$	460
Receivables		521
Inventories		766
Prepaid expenses and other current assets		106
Property and equipment		521
Favorable leases		44
Definite-lived intangible assets, primarily customer relationships and trade names		57
Investment in Boise Cascade Holdings		80
Timber notes receivable		948
Other noncurrent assets		51
Accounts payable		(527	)
Other current liabilities (a)		(471	)
Unfavorable leases		(54	)
Non-recourse debt		(863	)
Recourse debt		(228	)
Pension and other postretirement obligations		(180	)
Deferred income taxes and other long-term liabilities and Noncontrolling interest		(230	)
Total identifiable net assets		1,001
Goodwill(b)		394
Total	$	1,395

^(a)  Includes accrued expenses and other current liabilities and income taxes payable

^(b)  Includes $24 million of goodwill allocated to Grupo OfficeMax that was sold in 2014

Consolidated Statements of Operations

The amounts included in the 2014 Consolidated Statements of Operations for this business through the date of sale are as follows:

(In millions)
Sales	$	155
Income before income taxes		6
Income attributable to Office Depot, before income taxes		4