The ODP Corporation (ODP) 10-Q 26 Apr 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 26, 2016shares
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 26, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Trading Symbol	ODP
Entity Registrant Name	OFFICE DEPOT INC
Entity Central Index Key	800,240
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	550,112,142

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Sales	$ 3,544	$ 3,877
Cost of goods sold and occupancy costs	2,688	2,940
Gross profit	856	937
Selling, general and administrative expenses	741	801
Asset impairments		5
Merger, restructuring, and other operating expenses, net	44	43
Operating income	71	88
Other income (expense):
Interest income	6	6
Interest expense	(22)	(25)
Other income, net		1
Income before income taxes	55	70
Income tax expense	9	25
Net income	$ 46	$ 45
Basic and diluted earnings per share	$ 0.08	$ 0.08

CONDENSED CONSOLIDATED STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Net income	$ 46	$ 45
Other comprehensive income (loss), net of tax, where applicable:
Foreign currency translation adjustments	8	(54)
Other	(2)
Total other comprehensive income (loss), net of tax, where applicable	6	(54)
Comprehensive income (loss)	$ 52	$ (9)

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 26, 2016	Dec. 26, 2015
Current assets:
Cash and cash equivalents	$ 879	$ 1,069
Receivables, net	1,106	1,166
Inventories	1,575	1,698
Prepaid expenses and other current assets	136	127
Total current assets	3,696	4,060
Property and equipment, net	754	785
Goodwill	378	378
Other intangible assets, net	51	54
Timber notes receivable	900	905
Deferred income taxes	24	24
Other assets	231	236
Total assets	6,034	6,442
Current liabilities:
Trade accounts payable	1,132	1,319
Accrued expenses and other current liabilities	1,134	1,355
Income taxes payable	12	13
Short-term borrowings and current maturities of long-term debt	37	56
Total current liabilities	2,315	2,743
Deferred income taxes and other long-term liabilities	438	459
Pension and postretirement obligations, net	183	184
Long-term debt, net of current maturities	624	634
Non-recourse debt	813	819
Total liabilities	$ 4,373	$ 4,839
Commitments and contingencies
Stockholders' equity:
Common stock-authorized 800,000,000 shares of $.01 par value; issued shares - 556,027,410 in March 2016 and 554,835,306 in December 2015	$ 6	$ 6
Additional paid-in capital	2,614	2,607
Accumulated other comprehensive income	36	30
Accumulated deficit	(937)	(982)
Treasury stock, at cost - 5,915,268 shares in 2016 and 2015	(58)	(58)
Total equity	1,661	1,603
Total liabilities and stockholders' equity	$ 6,034	$ 6,442

CONDENSED CONSOLIDATED BALANCE5

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 26, 2016	Dec. 26, 2015
Common stock, authorized	800,000,000	800,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, issued shares	556,027,410	554,835,306
Treasury stock, shares	5,915,268	5,915,268

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Cash flows from operating activities:
Net income	$ 46	$ 45
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	55	74
Charges for losses on inventories and receivables	19	16
Asset impairments		5
Changes in working capital and other	(259)	(186)
Net cash used in operating activities	(139)	(46)
Cash flows from investing activities:
Capital expenditures	(26)	(27)
Restricted cash		(68)
Acquisition, net of cash acquired		(10)
Proceeds from disposition of assets and other	1	35
Net cash used in investing activities	(25)	(70)
Cash flows from financing activities:
Net proceeds on employee share-based transactions		1
Net payments on long and short-term borrowings	(26)	(9)
Net cash used in financing activities	(26)	(8)
Effect of exchange rate changes on cash and cash equivalents		(20)
Net decrease in cash and cash equivalents	(190)	(144)
Cash and cash equivalents at beginning of period	1,069	1,071
Cash and cash equivalents at end of period	$ 879	$ 927

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 26, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: ® ® The Condensed Consolidated Financial Statements as of March 26, 2016 and for the 13-week periods ended March 26, 2016 (also referred to as “the first quarter of 2016”) and March 28, 2015 (also referred to as “the first quarter of 2015”) are unaudited. However, in management’s opinion, these financial statements reflect all adjustments of a normal recurring nature necessary to provide a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The Company has prepared the Condensed Consolidated Financial Statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Some information and note disclosures, which would normally be included in comprehensive annual financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to those SEC rules and regulations. For a better understanding of the Company and its Condensed Consolidated Financial Statements, we recommend reading these Condensed Consolidated Financial Statements in conjunction with the audited financial statements which are included in the 2015 Form 10-K. These interim results are not necessarily indicative of the results that should be expected for the full year. Cash Management: At March 26, 2016, cash and cash equivalents held outside the United States amounted to $171 million. Receivables under Factoring Agreement: In the first quarter 2016, the Company withdrew $83 million from amounts available under the factoring arrangement. Receivables sold for which the Company did not obtain cash directly from the financial institution are included in Receivables and amount to $7 million and $6 million as of March 26, 2016 and December 26, 2015, respectively. Retention guarantee totaling $9 million and $10 million are included in Prepaid expenses and other current assets as of March 26, 2016 and December 26, 2015, respectively. New Accounting Standards: In February 2016, the FASB issued an accounting standards update which will require lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The accounting treatment for lessors will remain relatively unchanged. The accounting standards update also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements but anticipates it will result in a significant right of use asset and related liability associated with our operating leases. In March 2016, the FASB issued an accounting standards update as part of its simplification initiative. The new standard will modify several aspects of the accounting and reporting for employee share-based payments and related tax accounting impacts, including the presentation in the statements of operations and cash flows of certain tax benefits or deficiencies and employee tax withholdings, as well as the accounting for award forfeitures over the vesting period. Other provisions of the new standard relate to nonpublic entities and eliminate guidance that had not become effective. The new standard is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements.

ACQUISITION AND DISPOSITIONS

ACQUISITION AND DISPOSITIONS	3 Months Ended
	Mar. 26, 2016
ACQUISITION AND DISPOSITIONS	NOTE 2. ACQUISITION AND DISPOSITIONS Staples Acquisition On February 4, 2015, Staples, Inc. (“Staples”) and the Company announced that the companies have entered into a definitive merger agreement (the “Staples Merger Agreement”), under which Staples will acquire all of the outstanding shares of Office Depot and the Company will become a wholly owned subsidiary of Staples (the “Staples Acquisition”). Under the terms of the Staples Merger Agreement, Office Depot shareholders will receive, for each Office Depot share held by such shareholders, $7.25 in cash and 0.2188 of a share in Staples common stock at closing (the “Merger Consideration”). Each employee share-based award outstanding at the date of the Staples Merger Agreement will vest upon the effective date of the Staples Acquisition. Upon the effective date of the Staples Acquisition, employee share-based awards subsequently granted in 2015 will be converted into a contingent right to receive the cash equivalent of the Merger Consideration subject to the same terms and conditions of the corresponding award; provided that performance and vesting periods shall be reduced in duration. The Staples Merger Agreement includes representations, warranties and conditions, including breakup fees payable or receivable under certain conditions if the transaction fails to close. Under the Staples Merger Agreement, the 9.75% Senior Secured Notes (the “Senior Secured Notes”) will be discharged, redeemed or defeased at the Effective Time of the Staples Acquisition. The transaction has been approved by both companies’ Boards of Directors and Office Depot shareholders. The completion of the Staples Acquisition is subject to customary closing conditions including, among others, regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and under the antitrust and competition laws of the European Union and Canada. The Company and Staples have received antitrust clearance for the transaction from regulators in Australia, New Zealand and China. On December 7, 2015, the United States Federal Trade Commission (the “FTC”) informed Office Depot and Staples that it intends to block the Staples Acquisition. On the same date, Office Depot and Staples announced their intent to contest the FTC’s decision to challenge the transaction. Also on December 7, 2015, the Canadian Competition Bureau filed an application to block the transaction with the Canadian Competition Tribunal. On February 10, 2016, Staples announced that it received conditional approval from European Union regulatory authorities to acquire Office Depot and the parties plan to divest Office Depot’s European businesses in connection with the consummation of the pending acquisition of Office Depot by Staples. Hearings on the FTC’s preliminary injunction of the Staples Acquisition began in the United States District Court for the District of Columbia on March 21, 2016, and concluded on April 19, 2016. A decision is expected by May 10, 2016. Pending resolution of litigation with the FTC and the additional regulatory requirements related to the Staples Acquisition, the Company has not made employee stock-based compensation grants in 2016 for long-term incentive awards. The Company has agreed to pay a fee of $185 million to Staples if each of the following conditions are met: (i) the Staples Merger Agreement is terminated because the Staples Acquisition was not consummated by February 4, 2016, (ii) a third party has made an acquisition proposal before the termination of the Staples Merger Agreement, and (iii) within 12 months of the termination of the Staples Merger Agreement, the Company enters into an alternative transaction. On February 2, 2016, the Company and Staples entered into a letter agreement, pursuant to which, among other matters, each company agreed to waive, until May 16, 2016, its right to terminate the Staples Merger Agreement due to a failure to complete the Staples Acquisition by February 4, 2016. Staples is required to pay Office Depot a termination fee of $250 million if the Staples Merger Agreement is terminated in certain circumstances relating to the antitrust regulatory review process. Refer to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2015 for additional information on the Staples Acquisition. Also, refer to Note 3 for expenses incurred related to the Staples Acquisition. Other assets held for sale Certain facilities identified for closure through integration and other activities have been accounted for as assets held for sale. Assets held for sale amount to $30 million in March 26, 2016 and December 26, 2015, and primarily consist of supply chain facilities, and are presented in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. There has been no activity in assets held for sale in the first quarter of 2016. Any gain on these dispositions, which are expected to be completed within one year, will be recognized at the Corporate level and included when realized in Merger, restructuring and other operating expenses, net in the Condensed Consolidated Statements of Operations. Refer to Note 3 for further information on Merger, restructuring and other accruals.

MERGER, RESTRUCTURING, AND OTHE

MERGER, RESTRUCTURING, AND OTHER ACCRUALS	3 Months Ended
	Mar. 26, 2016
MERGER, RESTRUCTURING, AND OTHER ACCRUALS	NOTE 3. MERGER, RESTRUCTURING, AND OTHER ACCRUALS In recent years, the Company has taken actions to adapt to changing and competitive conditions. These actions include closing facilities, consolidating functional activities, eliminating redundant positions, disposing of businesses and assets, and taking actions to improve process efficiencies. In 2013, the OfficeMax merger (the “Merger”) was completed and integration activities similar to the actions described above began. The Company also assumed certain restructuring liabilities previously recorded by OfficeMax. In mid-2014, the Company’s real estate strategy (the “Real Estate Strategy”) identified at least 400 retail stores for closure through 2016 along with planned changes to the supply chain. Also in 2014, the European restructuring plan was approved by the Company to realign the organization from a geographic-focus to a business channel-focus (the “European Restructuring Plan”). In 2015, the Staples Acquisition was announced. Significant expenses have been recognized associated with these activities, as discussed below. Merger, restructuring, and other operating expenses, net The Company presents Merger, restructuring and other operating expenses, net on a separate line in the Condensed Consolidated Statements of Operations to identify these activities apart from the expenses incurred to sell to and service its customers. These expenses are not included in the determination of Division operating income. The table below and narrative that follows summarize the major components of Merger, restructuring and other operating expenses, net. First Quarter (In millions) 2016 2015 Merger related expenses Severance, retention, and relocation $ 1 $ 5 Transaction and integration 11 24 Facility closure, contract termination and other costs, net 2 (14 ) Total Merger related expenses 14 15 International restructuring and certain other expenses Severance and retention 4 5 Integration — 2 Other related expenses 1 6 Total International restructuring and certain other expenses 5 13 Staples Acquisition expenses: Retention 3 6 Transaction 22 9 Total Staples Acquisition expenses 25 15 Total Merger, restructuring and other operating expenses, net $ 44 $ 43 Merger related expenses Severance, retention, and relocation reflect expenses incurred for the integration of staff functions and includes termination benefits for certain retail and supply chain closures. Such benefits are being accrued through the anticipated facility closure date. Severance calculations consider factors such as the expected timing of store closures, terms of existing severance plans, expected employee turnover and attrition. As the integration progresses and additional decisions about the identity and timing of closures are made, more current information will be available and assumptions used in estimating the termination benefits accrual may change. Transaction and integration expenses include integration-related professional fees, incremental temporary contract labor, salary and benefits for employees dedicated to the Merger activity, travel costs, non-capitalizable software integration costs, and other direct costs to combine the companies. Such costs are being recognized as incurred. Facility closure, contract termination and other costs primarily relate to facility closure accruals, contract termination cost, gains and losses on asset dispositions, and accelerated depreciation. Facility closure expenses include amounts incurred by the Company to close retail stores in the United States as part of the Real Estate Strategy, as well as supply chain facilities. The Company closed nine retail stores in the first quarter of 2016 and expects to close more than 50 stores in fiscal year 2016. During the first quarter of 2015, the Company recognized gains of $19 million from the sale of warehouse facilities that had been classified as assets held for sale. The gains are included in Merger, restructuring and other operating expenses, net, as the dispositions were part of the supply chain integration associated with the Merger. International restructuring and certain other expenses Expenses include charges related to restructuring activities, including severance and retention, professional integration fees, facility closure and other restructuring costs. Staples Acquisition expenses Expenses include retention accruals, and transaction costs, including costs associated with regulatory filings and professional fees. The prior and current period accruals for retention were paid in the first quarter of 2016. Asset impairments are not included in the table above. Refer to Note 9 for further information. Merger and Restructuring Accruals The activity in the merger and restructuring accruals is presented in the table below. Of the total $44 million Merger, restructuring and other expenses incurred in the first quarter of 2016 Condensed Consolidated Statement of Operations, $6 million relates to Merger and restructuring liabilities and are included as Charges incurred in the table below. The remaining $38 million is excluded from the table below because these items are expensed as incurred, non-cash, or otherwise not associated with Merger and restructuring balance sheet accounts (see further discussion below). (In millions) Beginning Balance Charges Incurred Cash Payments Currency, Lease Accretion and Other Adjustments Ending Balance 2016 Termination benefits Merger related accruals $ 16 $ 2 $ (3 ) $ (2 ) $ 13 European restructuring plan 42 1 (7 ) 1 37 Other restructuring accruals 1 3 (1 ) 1 4 Lease and contract obligations, accruals for facilities closures and other costs Merger related accruals 77 (1 ) (18 ) 3 61 European restructuring plan 1 — — — 1 Other restructuring accruals 25 — (4 ) 3 24 Acquired entity accruals 25 (2 ) — — 23 Staples Acquisition related accruals 72 3 (75 ) — — Total $ 259 $ 6 $ (108 ) $ 6 $ 163 The short-term and long-term components of these liabilities are included in Accrued expenses and other current liabilities and Deferred income taxes and other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets. The remaining $38 million is comprised of $11 million Merger transaction and integration expenses, $22 million Staples Acquisition transaction expenses, and $5 million primarily related to fixed assets and rent expenses.

DEBT

DEBT	3 Months Ended
	Mar. 26, 2016
DEBT	NOTE 4. DEBT Amended Credit Agreement Based on the March borrowing base certificate, at March 26, 2016, the Company had approximately $1.1 billion of available credit under the asset-based, multi-currency revolving credit facility provided by the Amended and Restated Credit Agreement entered into in May 2011, as amended effective February 2012, March 2013, November 2013, and May 2015 (the “Amended Credit Agreement”). As of March 26, 2016, letters of credit outstanding under the Amended Credit Agreement totaled $91 million. There were no borrowings under the Amended Credit Agreement in the first quarter of 2016. Other Under the Staples Merger Agreement, the Senior Secured Notes will be discharged, redeemed or defeased at the Effective Time of the Staples Acquisition. The Company was in compliance with all applicable financial covenants at March 26, 2016.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 26, 2016
INCOME TAXES	NOTE 5. INCOME TAXES For the first quarter of 2016, the Company’s effective tax rate was primarily impacted by valuation allowances. Valuation allowances limited the recognition of deferred tax expense associated with the utilization of deferred tax assets, as well as deferred tax benefits for the generation of pretax losses, in certain tax jurisdictions. The effective tax rate was also impacted by nondeductible foreign interest and other nondeductible expenses, as well as the mix of pretax earnings among jurisdictions. Due to the Company’s valuation allowances, interim income tax reporting is likely to result in significant variability of the effective tax rate throughout the course of the year. Changes in pretax income projections and the mix of income across jurisdictions could also impact the effective tax rate each quarter. The Company has significant deferred tax assets in the U.S. and in certain foreign jurisdictions against which valuation allowances have been established to reduce such deferred tax assets to the amount that is more likely than not to be realized. As of the first quarter of 2016, valuation allowances remain in the U.S. and certain foreign jurisdictions where the Company believes it is necessary to see further positive evidence, such as sustained achievement of cumulative profits, before these valuation allowances can be released. Given the current earnings trend in the U.S., sufficient positive evidence may become available for the Company to release all or a portion of the U.S. valuation allowance in a future period. Of the $493 million U.S. valuation allowance recorded as of year-end 2015, it is reasonably possible that approximately $400 million may be released during 2016. A substantial portion of such release would result in a discrete non-cash income tax benefit as early as the third quarter of 2016, with the remainder being recognized throughout the year as part of the estimated annual effective tax rate applied to ordinary income. In addition, if positive evidence develops, the Company may also release valuation allowances in certain foreign jurisdictions as early as the second quarter of 2016, which would result in an income tax benefit of $3 million in the period of release. However, the exact timing and amount of the valuation allowance releases are subject to change based on the level of profitability actually achieved in future periods. The Company will continue to assess the realizability of its deferred tax assets in the U.S. and remaining foreign jurisdictions. The Company files a U.S. federal income tax return and other income tax returns in various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state and local income tax examinations for years before 2014 and 2009, respectively. The acquired OfficeMax U.S. consolidated group is no longer subject to U.S. federal and state and local income tax examinations for years before 2013 and 2006, respectively. The U.S. federal income tax returns for 2014 and 2015 are currently under review. Generally, the Company is subject to routine examination for years 2008 and forward in its international tax jurisdictions. It is reasonably possible that certain tax positions will be resolved within the next 12 months, which would decrease the Company’s balance of unrecognized tax benefits by $5 million. This decrease would either have no impact on or would decrease the effective tax rate, depending on whether existing valuation allowances are released prior to resolution. Additionally, the Company anticipates that it is reasonably possible that new issues will be raised or resolved by tax authorities that may require changes to the balance of unrecognized tax benefits; however, an estimate of such changes cannot be reasonably made.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 26, 2016
STOCKHOLDERS' EQUITY	NOTE 6. STOCKHOLDERS’ EQUITY The following table reflects the changes in stockholders’ equity. (In millions) Stockholders’ equity at December 26, 2015 $ 1,603 Net income 46 Other comprehensive income 6 Amortization of long-term incentive stock grants 6 Stockholders’ equity at March 26, 2016 $ 1,661 Accumulated other comprehensive income (loss) activity, net of tax, where applicable, is provided in the following table: (In millions) Foreign Currency Translation Adjustments Change in Deferred Pension and Total Balance at December 26, 2015 $ 108 $ (78 ) $ 30 Other comprehensive income (loss) activity before reclassifications 8 (2 ) 6 Amounts reclassified from Accumulated other comprehensive income (loss) to net income — — — Tax impact — — — Net other comprehensive income (loss) 8 (2 ) 6 Balance at March 26, 2016 $ 116 $ (80 ) $ 36 As a result of valuation allowances in the U.S. and several international taxing jurisdictions, items other than deferred pension amounts generally have little or no tax impact. The component balances are net of immaterial tax impacts, where applicable.

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 26, 2016
EARNINGS PER SHARE	NOTE 7. EARNINGS PER SHARE The following table represents the calculation of net earnings per common share – basic and diluted: First Quarter (In millions, except per share amounts) 2016 2015 Basic Earnings Per Share Numerator: Net income $ 46 $ 45 Denominator: Weighted-average shares outstanding 549 544 Basic earnings per share $ 0.08 $ 0.08 Diluted Earnings Per Share Numerator: Net income $ 46 $ 45 Denominator: Weighted-average shares outstanding 549 544 Effect of dilutive securities: Stock options and restricted stock 6 9 Diluted weighted-average shares outstanding 555 553 Diluted earnings per share $ 0.08 $ 0.08 Awards of options and nonvested shares representing an additional 6 million and 2 million shares of common stock were outstanding for the first quarters of 2016 and 2015, respectively, but were not included in the computation of diluted weighted-average shares outstanding because their effect would have been antidilutive. For the periods presented, no tax benefits have been assumed in the weighted average share calculation in jurisdictions with valuation allowances.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	3 Months Ended
	Mar. 26, 2016
EMPLOYEE BENEFIT PLANS	NOTE 8. EMPLOYEE BENEFIT PLANS Pension and Other Postretirement Benefit Plans – North America The components of net periodic pension benefit for the Company’s North American pension plans are as follows: First Quarter In millions) 2016 2015 Service cost $ 2 $ 1 Interest cost 11 11 Expected return on plan assets (14 ) (14 ) Net periodic pension benefit $ (1 ) $ (2 ) In the first quarter 2016, cash contributions to the North American pension plans were not significant. The Company expects to make additional cash contributions of $2 million to the North American pension plans in 2016. Pension Plan – Europe The components of net periodic pension benefit for the Company’s European pension plan are as follows: First Quarter (In millions) 2016 2015 Service cost $ — $ — Interest cost 2 2 Expected return on plan assets (3 ) (3 ) Net periodic pension benefit $ (1 ) $ (1 ) The Company’s European pension plan is in a net asset position. There are no funding requirements while this plan has an asset surplus. Net periodic pension benefits for the North American and European pension and other postretirement benefit plans are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

DERIVATIVE INSTRUMENTS AND FAIR

DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 26, 2016
DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS	NOTE 9. DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS Derivative Instruments and Hedging Activities As a global supplier of office products and services the Company is exposed to risks associated with changes in foreign currency exchange rates, fuel and other commodity prices and interest rates. Depending on the exposure, settlement timeframe and other factors, the Company may enter into derivative transactions to mitigate those risks. Financial instruments authorized under the Company’s established risk management policy include spot trades, swaps, options, caps, collars, forwards and futures. Use of derivative financial instruments for speculative purposes is expressly prohibited by the Company’s policies. The Company may designate and account for such qualifying arrangements as hedges or reflect current mark-to-market impacts of non-qualifying economic hedge arrangements currently in earnings. As of March 26, 2016, the foreign exchange and fuel contracts extended through December 2016 and January 2017, respectively. The fair values of the Company’s foreign currency contracts and fuel contracts are the amounts receivable or payable to terminate the agreements at the reporting date, taking into account current interest rates, exchange rates and commodity prices. The values are based on market-based inputs or unobservable inputs that are corroborated by market data. Amounts associated with derivative financial instruments were not significant for the reported periods. Financial Instruments The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In developing its fair value estimates, the Company uses the following hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows or option pricing models using the Company’s own estimates and assumptions or those expected to be used by market participants. The fair values of cash and cash equivalents, receivables, trade accounts payable and accrued expenses and other current liabilities approximate their carrying values because of their short-term nature. The following table presents information about financial instruments at the balance sheet dates indicated. March 26, 2016 December 26, 2015 (In millions) Carrying Value Fair Value Carrying Value Fair Value Financial assets Timber notes receivable $ 900 $ 915 $ 905 $ 909 Company-owned life insurance 85 85 88 88 Financial liabilities Recourse debt 9.75% senior secured notes, due 2019 250 263 250 265 7.35% debentures, due 2016 — — 18 18 Revenue bonds, due in varying amounts periodically through 2029 186 186 186 186 American & Foreign Power Company, Inc. 5% debentures, due 2030 14 12 14 13 Non-recourse debt 813 829 819 825 The following methods and assumptions were used to estimate the fair value of each class of financial instruments: • Timber notes receivable: • Company-owned life insurance: • Recourse debt: • Non-recourse debt: Fair Value Estimates Used in Impairment Analyses North American Retail Division The Company recognized no store asset impairment charges in the first quarter of 2016 and $5 million in the first quarter of 2015. The first quarter of 2015 charge included approximately $1 million impairment of favorable lease intangible asset values following the identification of closing locations where future intangible asset recovery was considered unlikely.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 26, 2016
COMMITMENTS AND CONTINGENCIES	NOTE 10. COMMITMENTS AND CONTINGENCIES Legal Matters The Company is involved in litigation arising in the normal course of business. While, from time to time, claims are asserted that make demands for a large sum of money (including, from time to time, actions which are asserted to be maintainable as class action suits), the Company does not believe that contingent liabilities related to these matters (including the matters discussed below), either individually or in the aggregate, will materially affect the Company’s financial position, results of operations or cash flows. In addition, in the ordinary course of business, sales to and transactions with government customers may be subject to lawsuits, investigations, audits and reviews by governmental authorities and regulatory agencies, with which the Company cooperates. Many of these lawsuits, investigations, audits and reviews are resolved without material impact to the Company. While claims in these matters may at times assert large demands, the Company does not believe that contingent liabilities related to these matters, either individually or in the aggregate, will materially affect its financial position, results of operations or cash flows. In addition to the foregoing, Heitzenrater v. OfficeMax North America, Inc., et al. was filed in the United States District Court for the Western District of New York in September 2012 as a putative class action alleging violations of the Fair Labor Standards Act and New York Labor Law. The complaint alleges that OfficeMax misclassified its assistant store managers (“ASMs”) as exempt employees. OfficeMax vigorously defended itself in this lawsuit and in November 2015 reached a settlement in the amount of $3.5 million which the court preliminarily approved on November 23, 2015. Final settlement approval and dismissal of the case are expected by mid-2016. Further, Kyle Rivet v. Office Depot, Inc., formerly known as Constance Gibbons v. Office Depot, Inc., a putative class action that was instituted in May 2012, is pending in the United States District Court for the District of New Jersey. The complaint alleges that Office Depot’s use of the fluctuating workweek method of pay was unlawful because Office Depot failed to pay a fixed weekly salary and failed to provide its ASMs with a clear and mutual understanding notification that they would receive a fixed weekly salary for all hours worked. The plaintiffs seek unpaid overtime, punitive damages, and attorneys’ fees. The Company believes in this case that adequate provisions have been made for probable losses and such amounts are not material. However, in light of the early stage of the case and the inherent uncertainty of litigation, the Company is unable to estimate a reasonably possible range of loss in this matter. Office Depot intends to vigorously defend itself in this lawsuit. OfficeMax is named a defendant in a number of lawsuits, claims, and proceedings arising out of the operation of certain paper and forest products assets prior to those assets being sold in 2004, for which OfficeMax agreed to retain responsibility. Also, as part of that sale, OfficeMax agreed to retain responsibility for all pending or threatened proceedings and future proceedings alleging asbestos-related injuries arising out of the operation of the paper and forest products assets prior to the closing of the sale. The Company has made provision for losses with respect to the pending proceedings. Additionally, as of March 26, 2016, the Company has made provision for environmental liabilities with respect to certain sites where hazardous substances or other contaminants are or may be located. For these environmental liabilities, the Company’s estimated range of reasonably possible losses was approximately $10 million to $25 million. The Company regularly monitors its estimated exposure to these liabilities. As additional information becomes known, these estimates may change, however, the Company does not believe any of these OfficeMax retained proceedings are material to the Company’s business.

DIVISION INFORMATION

DIVISION INFORMATION	3 Months Ended
	Mar. 26, 2016
DIVISION INFORMATION	NOTE 11. DIVISION INFORMATION The Company has three reportable segments: North American Retail Division, North American Business Solutions Division, and International Division. The North American Retail Division includes retail stores in the United States, including Puerto Rico and the U.S. Virgin Islands, which offer office supplies, technology products and solutions, business machines and related supplies, facilities products, and office furniture. Most stores also have a copy and print center offering printing, reproduction, mailing and shipping services. The North American Business Solutions Division sells office supply products and services in Canada and the United States, including Puerto Rico and the U.S. Virgin Islands. North American Business Solutions Division customers are served through dedicated sales forces, through catalogs, telesales, and electronically through its Internet sites. The International Division sells office products and services through direct mail catalogs, contract sales forces, Internet sites, and retail stores in Europe and Asia/Pacific. The office supply products and services offered across all operating segments are similar. Division operating income is determined based on the measure of performance reported internally to manage the business and for resource allocation. This measure charges to the respective Divisions those expenses considered directly or closely related to their operations and allocates support costs. Certain operating expenses and credits are not allocated to the Divisions including Asset impairments and Merger, restructuring and other operating expenses, net, as well as expenses and credits retained at the Corporate level, including certain management costs and legacy pension and environmental matters. Other companies may charge more or less of these items to their segments and results may not be comparable to similarly titled measures used by other entities. The following is a summary of Sales and Division operating income (loss) by each of the Divisions, reconciled to consolidated totals. Sales First Quarter (In millions) 2016 2015 North American Retail Division $ 1,506 $ 1,653 North American Business Solutions Division 1,368 1,477 International Division 670 747 Total $ 3,544 $ 3,877 Division Operating Income (Loss) First Quarter (In millions) 2016 2015 North American Retail Division $ 102 $ 86 North American Business Solutions Division 46 58 International Division (10 ) 14 Total $ 138 $ 158 A reconciliation of the measure of Division operating income to Consolidated income before income taxes is as follows: First Quarter (In millions) 2016 2015 Total Division operating income $ 138 $ 158 Add/(subtract): Asset impairments — (5 ) Merger, restructuring, and other operating expenses, net (44 ) (43 ) Unallocated expenses (23 ) (22 ) Interest income 6 6 Interest expense (22 ) (25 ) Other income, net — 1 Income before income taxes $ 55 $ 70 As of March 26, 2016 and December 26, 2015, goodwill totaled $378 million, of which $78 million was recorded in the North American Retail Division, $285 in the North American Business Solutions Division and $15 million in the International Division.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 26, 2016
Basis of Presentation	Basis of Presentation: ® ® The Condensed Consolidated Financial Statements as of March 26, 2016 and for the 13-week periods ended March 26, 2016 (also referred to as “the first quarter of 2016”) and March 28, 2015 (also referred to as “the first quarter of 2015”) are unaudited. However, in management’s opinion, these financial statements reflect all adjustments of a normal recurring nature necessary to provide a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The Company has prepared the Condensed Consolidated Financial Statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Some information and note disclosures, which would normally be included in comprehensive annual financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to those SEC rules and regulations. For a better understanding of the Company and its Condensed Consolidated Financial Statements, we recommend reading these Condensed Consolidated Financial Statements in conjunction with the audited financial statements which are included in the 2015 Form 10-K. These interim results are not necessarily indicative of the results that should be expected for the full year.
Cash Management	Cash Management: At March 26, 2016, cash and cash equivalents held outside the United States amounted to $171 million.
Receivables under Factoring Agreement	Receivables under Factoring Agreement: In the first quarter 2016, the Company withdrew $83 million from amounts available under the factoring arrangement. Receivables sold for which the Company did not obtain cash directly from the financial institution are included in Receivables and amount to $7 million and $6 million as of March 26, 2016 and December 26, 2015, respectively. Retention guarantee totaling $9 million and $10 million are included in Prepaid expenses and other current assets as of March 26, 2016 and December 26, 2015, respectively.
New Accounting Standards	New Accounting Standards: In February 2016, the FASB issued an accounting standards update which will require lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The accounting treatment for lessors will remain relatively unchanged. The accounting standards update also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements but anticipates it will result in a significant right of use asset and related liability associated with our operating leases. In March 2016, the FASB issued an accounting standards update as part of its simplification initiative. The new standard will modify several aspects of the accounting and reporting for employee share-based payments and related tax accounting impacts, including the presentation in the statements of operations and cash flows of certain tax benefits or deficiencies and employee tax withholdings, as well as the accounting for award forfeitures over the vesting period. Other provisions of the new standard relate to nonpublic entities and eliminate guidance that had not become effective. The new standard is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements.

MERGER, RESTRUCTURING, AND OT19

MERGER, RESTRUCTURING, AND OTHER ACCRUALS (Tables)	3 Months Ended
	Mar. 26, 2016
Summary of Major Components of Merger, Restructuring and Other Operating Expenses, Net	The table below and narrative that follows summarize the major components of Merger, restructuring and other operating expenses, net. First Quarter (In millions) 2016 2015 Merger related expenses Severance, retention, and relocation $ 1 $ 5 Transaction and integration 11 24 Facility closure, contract termination and other costs, net 2 (14 ) Total Merger related expenses 14 15 International restructuring and certain other expenses Severance and retention 4 5 Integration — 2 Other related expenses 1 6 Total International restructuring and certain other expenses 5 13 Staples Acquisition expenses: Retention 3 6 Transaction 22 9 Total Staples Acquisition expenses 25 15 Total Merger, restructuring and other operating expenses, net $ 44 $ 43
Facility Closure and Severance Costs	The activity in the merger and restructuring accruals is presented in the table below. (In millions) Beginning Balance Charges Incurred Cash Payments Currency, Lease Accretion and Other Adjustments Ending Balance 2016 Termination benefits Merger related accruals $ 16 $ 2 $ (3 ) $ (2 ) $ 13 European restructuring plan 42 1 (7 ) 1 37 Other restructuring accruals 1 3 (1 ) 1 4 Lease and contract obligations, accruals for facilities closures and other costs Merger related accruals 77 (1 ) (18 ) 3 61 European restructuring plan 1 — — — 1 Other restructuring accruals 25 — (4 ) 3 24 Acquired entity accruals 25 (2 ) — — 23 Staples Acquisition related accruals 72 3 (75 ) — — Total $ 259 $ 6 $ (108 ) $ 6 $ 163

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 26, 2016
Schedule of Stockholders' Equity	The following table reflects the changes in stockholders’ equity. (In millions) Stockholders’ equity at December 26, 2015 $ 1,603 Net income 46 Other comprehensive income 6 Amortization of long-term incentive stock grants 6 Stockholders’ equity at March 26, 2016 $ 1,661
Accumulated Other Comprehensive Income (Loss) Activity, Net of Tax	Accumulated other comprehensive income (loss) activity, net of tax, where applicable, is provided in the following table: (In millions) Foreign Currency Translation Adjustments Change in Deferred Pension and Total Balance at December 26, 2015 $ 108 $ (78 ) $ 30 Other comprehensive income (loss) activity before reclassifications 8 (2 ) 6 Amounts reclassified from Accumulated other comprehensive income (loss) to net income — — — Tax impact — — — Net other comprehensive income (loss) 8 (2 ) 6 Balance at March 26, 2016 $ 116 $ (80 ) $ 36

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 26, 2016
Calculation of Net Earnings Per Common Share	The following table represents the calculation of net earnings per common share – basic and diluted: First Quarter (In millions, except per share amounts) 2016 2015 Basic Earnings Per Share Numerator: Net income $ 46 $ 45 Denominator: Weighted-average shares outstanding 549 544 Basic earnings per share $ 0.08 $ 0.08 Diluted Earnings Per Share Numerator: Net income $ 46 $ 45 Denominator: Weighted-average shares outstanding 549 544 Effect of dilutive securities: Stock options and restricted stock 6 9 Diluted weighted-average shares outstanding 555 553 Diluted earnings per share $ 0.08 $ 0.08

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	3 Months Ended
	Mar. 26, 2016
North America
Components of Net Periodic Pension Benefit	The components of net periodic pension benefit for the Company’s North American pension plans are as follows: First Quarter In millions) 2016 2015 Service cost $ 2 $ 1 Interest cost 11 11 Expected return on plan assets (14 ) (14 ) Net periodic pension benefit $ (1 ) $ (2 )
Europe
Components of Net Periodic Pension Benefit	The components of net periodic pension benefit for the Company’s European pension plan are as follows: First Quarter (In millions) 2016 2015 Service cost $ — $ — Interest cost 2 2 Expected return on plan assets (3 ) (3 ) Net periodic pension benefit $ (1 ) $ (1 )

DERIVATIVE INSTRUMENTS AND FA23

DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 26, 2016
Schedule of Fair Value of Assets and Liabilities	The following table presents information about financial instruments at the balance sheet dates indicated. March 26, 2016 December 26, 2015 (In millions) Carrying Value Fair Value Carrying Value Fair Value Financial assets Timber notes receivable $ 900 $ 915 $ 905 $ 909 Company-owned life insurance 85 85 88 88 Financial liabilities Recourse debt 9.75% senior secured notes, due 2019 250 263 250 265 7.35% debentures, due 2016 — — 18 18 Revenue bonds, due in varying amounts periodically through 2029 186 186 186 186 American & Foreign Power Company, Inc. 5% debentures, due 2030 14 12 14 13 Non-recourse debt 813 829 819 825

DIVISION INFORMATION (Tables)

DIVISION INFORMATION (Tables)	3 Months Ended
	Mar. 26, 2016
Summary of Significant Accounts and Balances by Each Divisions	The following is a summary of Sales and Division operating income (loss) by each of the Divisions, reconciled to consolidated totals. Sales First Quarter (In millions) 2016 2015 North American Retail Division $ 1,506 $ 1,653 North American Business Solutions Division 1,368 1,477 International Division 670 747 Total $ 3,544 $ 3,877 Division Operating Income (Loss) First Quarter (In millions) 2016 2015 North American Retail Division $ 102 $ 86 North American Business Solutions Division 46 58 International Division (10 ) 14 Total $ 138 $ 158
Reconciliation of Measure of Division Operating Income to Consolidated Income Before Income Taxes	A reconciliation of the measure of Division operating income to Consolidated income before income taxes is as follows: First Quarter (In millions) 2016 2015 Total Division operating income $ 138 $ 158 Add/(subtract): Asset impairments — (5 ) Merger, restructuring, and other operating expenses, net (44 ) (43 ) Unallocated expenses (23 ) (22 ) Interest income 6 6 Interest expense (22 ) (25 ) Other income, net — 1 Income before income taxes $ 55 $ 70

Summary of Significant Accoun25

Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 26, 2016USD ($)Segment	Dec. 26, 2015USD ($)	Mar. 28, 2015USD ($)	Dec. 27, 2014USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of operating segments | Segment	3
Accounts payable and accrued expenses and other current liabilities not yet presented for payment	$ 40	$ 32
Cash and cash equivalents	879	1,069	$ 927	$ 1,071
Receivables, net	1,106	1,166
Receivables Sold Under Factoring Agreement during the period
Summary Of Significant Accounting Policies [Line Items]
Receivables under Factoring Agreement	83
Receivables, net	7	6
Prepaid Expenses and Other Current Assets
Summary Of Significant Accounting Policies [Line Items]
Factoring agreement, retention guarantee	9	$ 10
Non-US
Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 171

Acquisition and Dispositions -

Acquisition and Dispositions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	Mar. 26, 2016	Dec. 26, 2015	Feb. 04, 2015
Business Acquisition [Line Items]
Current assets held for sale	$ 30	$ 30
Staples, Inc.
Business Acquisition [Line Items]
Common stock issued in cash			$ 7.25
Business acquisition common stock exchange ratio			0.2188
Interest rate on senior notes			9.75%
Termination fee payable if conditions are met	185
Termination fee receivable if agreement is terminated	$ 250

Merger, Restructuring, and Ot27

Merger, Restructuring, and Other Accruals - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 26, 2016USD ($)Store	Mar. 28, 2015USD ($)
Merger Restructuring And Other Operating Expenses [Line Items]
Number of retail stores expected to be closed through 2016 | Store	400
Number of retail stores closed | Store	9
Merger, restructuring, and other operating expenses, net	$ 44	$ 43
Charges Incurred	6
Merger, restructuring and other operating expenses other than liabilities	38
Merger related expenses, Transaction and integration	11	24
Fixed assets and rent related expenses	$ 5
Minimum
Merger Restructuring And Other Operating Expenses [Line Items]
Number of retail stores expected to be closed in 2016 | Store	50
Staples, Inc.
Merger Restructuring And Other Operating Expenses [Line Items]
Transaction expenses	$ 22
Merger, restructuring, and other operating expenses, net
Merger Restructuring And Other Operating Expenses [Line Items]
Gain on sale of warehouse facilities classified as assets held for sale		$ 19
Charges Incurred	$ 6

Summary of Major Components of

Summary of Major Components of Merger, Restructuring and Other Operating Expenses, Net (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Merger related expenses
Merger related expenses, Severance, retention, and relocation	$ 1	$ 5
Merger related expenses, Transaction and integration	11	24
Facility closure, contract termination and other costs, net	2	(14)
Total Merger related expenses	14	15
International restructuring and certain other expenses
Severance and retention	4	5
Integration		2
Other related expenses	1	6
Total International restructuring and certain other expenses	5	13
Staples Acquisition expenses
Retention	3	6
Transaction	22	9
Total Staples Acquisition expenses	25	15
Total Merger, restructuring and other operating expenses, net	$ 44	$ 43

Severance and Facility Closure

Severance and Facility Closure Costs (Detail) $ in Millions	3 Months Ended
	Mar. 26, 2016USD ($)
Restructuring Cost and Reserve [Line Items]
Beginning Balance	$ 259
Charges Incurred	6
Cash Payments	(108)
Currency, Lease Accretion, and Other Adjustments	6
Ending Balance	163
Termination benefits | Merger related accruals
Restructuring Cost and Reserve [Line Items]
Beginning Balance	16
Charges Incurred	2
Cash Payments	(3)
Currency, Lease Accretion, and Other Adjustments	(2)
Ending Balance	13
Termination benefits | Other restructuring accruals
Restructuring Cost and Reserve [Line Items]
Beginning Balance	1
Charges Incurred	3
Cash Payments	(1)
Currency, Lease Accretion, and Other Adjustments	1
Ending Balance	4
Termination benefits | European restructuring plan
Restructuring Cost and Reserve [Line Items]
Beginning Balance	42
Charges Incurred	1
Cash Payments	(7)
Currency, Lease Accretion, and Other Adjustments	1
Ending Balance	37
Lease and contract obligations, accruals for facilities closures and other costs | Merger related accruals
Restructuring Cost and Reserve [Line Items]
Beginning Balance	77
Charges Incurred	(1)
Cash Payments	(18)
Currency, Lease Accretion, and Other Adjustments	3
Ending Balance	61
Lease and contract obligations, accruals for facilities closures and other costs | Other restructuring accruals
Restructuring Cost and Reserve [Line Items]
Beginning Balance	25
Cash Payments	(4)
Currency, Lease Accretion, and Other Adjustments	3
Ending Balance	24
Lease and contract obligations, accruals for facilities closures and other costs | Acquired entity accruals
Restructuring Cost and Reserve [Line Items]
Beginning Balance	25
Charges Incurred	(2)
Ending Balance	23
Lease and contract obligations, accruals for facilities closures and other costs | Acquired Entities
Restructuring Cost and Reserve [Line Items]
Beginning Balance	72
Charges Incurred	3
Cash Payments	(75)
Lease and contract obligations, accruals for facilities closures and other costs | European restructuring plan
Restructuring Cost and Reserve [Line Items]
Beginning Balance	1
Ending Balance	$ 1

Debt - Additional Information (

Debt - Additional Information (Detail) - Amended Credit Agreement	3 Months Ended
	Mar. 26, 2016USD ($)
Debt Instrument [Line Items]
Available credit under the Facility	$ 1,100,000,000
Amount outstanding under letters of credit	91,000,000
Average borrowings under the Facility	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Jun. 24, 2016	Dec. 31, 2016	Mar. 26, 2016	Dec. 31, 2015
Income Taxes [Line Items]
Expected decrease in unrecognized tax benefits in the next 12 months			$ 5
U.S. Federal
Income Taxes [Line Items]
Valuation allowance				$ 493
Scenario, Forecast | U.S. Federal
Income Taxes [Line Items]
Estimated valuation allowance, expected to be released in 2016		$ 400
Scenario, Forecast | Foreign
Income Taxes [Line Items]
Valuation allowances, tax benefit	$ (3)

Schedule of Stockholders' Equit

Schedule of Stockholders' Equity (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Stockholders Equity [Line Items]
Beginning Balance	$ 1,603
Net income	46
Other comprehensive income	6	$ (54)
Amortization of long-term incentive stock grants	6
Ending Balance	$ 1,661

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income (Loss) Activity, Net of Tax (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ 30
Other comprehensive income (loss) activity before reclassifications	6
Amounts reclassified from Accumulated other comprehensive income (loss) to net income	0
Tax impact	0
Total other comprehensive income (loss), net of tax, where applicable	6	$ (54)
Ending Balance	36
Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	108
Other comprehensive income (loss) activity before reclassifications	8
Amounts reclassified from Accumulated other comprehensive income (loss) to net income	0
Tax impact	0
Total other comprehensive income (loss), net of tax, where applicable	8
Ending Balance	116
Change in Deferred Pension and Other
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(78)
Other comprehensive income (loss) activity before reclassifications	(2)
Amounts reclassified from Accumulated other comprehensive income (loss) to net income	0
Tax impact	0
Total other comprehensive income (loss), net of tax, where applicable	(2)
Ending Balance	$ (80)

Calculation of Net Earnings Per

Calculation of Net Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Earnings Per Share [Line Items]
Net income	$ 46	$ 45
Weighted-average shares outstanding	549	544
Basic earnings per share	$ 0.08	$ 0.08
Net income	$ 46	$ 45
Weighted-average shares outstanding	549	544
Stock options and restricted stock	6	9
Diluted weighted-average shares outstanding	555	553
Diluted earnings per share	$ 0.08	$ 0.08

Earnings Per Share - Additional

Earnings Per Share - Additional Information (Detail) - shares shares in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Nonvested Options and Shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Shares excluded from computation of diluted earnings per share	6	2

Components of Net Periodic Pens

Components of Net Periodic Pension Benefit (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Europe
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 2	$ 2
Expected return on plan assets	(3)	(3)
Net periodic pension benefit	(1)	(1)
North America
Defined Benefit Plan Disclosure [Line Items]
Service cost	2	1
Interest cost	11	11
Expected return on plan assets	(14)	(14)
Net periodic pension benefit	$ (1)	$ (2)

Employee Benefit Plans - Additi

Employee Benefit Plans - Additional Information (Detail) $ in Millions	Mar. 26, 2016USD ($)
North America
Defined Benefit Plan Disclosure [Line Items]
Pension and other postretirement contributions, remainder of fiscal year	$ 2

Derivative Instruments and Fa38

Derivative Instruments and Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset impairment charges		$ 5,000,000
Retail Stores
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset impairment charges	$ 0	5,000,000
Retail Stores | Favorable Leases
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset impairment charges		$ 1,000,000
Foreign Exchange Contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contracts expiration date	2016-12
Fuel Contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contracts expiration date	2017-01

Schedule of Fair Value of Senio

Schedule of Fair Value of Senior Notes (Detail) - USD ($) $ in Millions	Mar. 26, 2016	Dec. 26, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Timber notes receivable	$ 915	$ 909
Company-owned life insurance	85	88
Recourse Debt | 9.75% senior secured notes, due 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	263	265
Recourse Debt | 7.35% debentures, due 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value		18
Recourse Debt | Revenue bonds, due in varying amounts periodically through 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	186	186
Recourse Debt | American & Foreign Power Company, Inc. 5% debentures, due 2030
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	12	13
Non-Recourse Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	829	825
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Timber notes receivable	900	905
Company-owned life insurance	85	88
Carrying Value | Recourse Debt | 9.75% senior secured notes, due 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	250	250
Carrying Value | Recourse Debt | 7.35% debentures, due 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value		18
Carrying Value | Recourse Debt | Revenue bonds, due in varying amounts periodically through 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	186	186
Carrying Value | Recourse Debt | American & Foreign Power Company, Inc. 5% debentures, due 2030
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	14	14
Carrying Value | Non-Recourse Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 813	$ 819

Schedule of Fair Value of Sen40

Schedule of Fair Value of Senior Notes (Parenthetical) (Detail) - Recourse Debt	3 Months Ended	12 Months Ended
	Mar. 26, 2016	Dec. 26, 2015
Carrying Value | 9.75% senior secured notes, due 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, interest rate	9.75%	9.75%
Long-term debt, due date	2,019	2,019
Carrying Value | 7.35% debentures, due 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, interest rate	7.35%	7.35%
Long-term debt, due date	2,016	2,016
Carrying Value | Revenue bonds, due in varying amounts periodically through 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, due date	2,029	2,029
Carrying Value | American & Foreign Power Company, Inc. 5% debentures, due 2030
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, interest rate	5.00%	5.00%
Long-term debt, due date	2,030	2,030
Fair Value | 9.75% senior secured notes, due 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, interest rate	9.75%	9.75%
Long-term debt, due date	2,019	2,019
Fair Value | 7.35% debentures, due 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, interest rate	7.35%	7.35%
Long-term debt, due date	2,016	2,016
Fair Value | Revenue bonds, due in varying amounts periodically through 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, due date	2,029	2,029
Fair Value | American & Foreign Power Company, Inc. 5% debentures, due 2030
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, interest rate	5.00%	5.00%
Long-term debt, due date	2,030	2,030

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Nov. 30, 2015	Mar. 26, 2016
Commitments and Contingencies Disclosure [Line Items]
Litigation settlement amount	$ 3.5
Minimum
Commitments and Contingencies Disclosure [Line Items]
Losses for environmental liabilities		$ 10
Maximum
Commitments and Contingencies Disclosure [Line Items]
Losses for environmental liabilities		$ 25

Division Information - Addition

Division Information - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 26, 2016USD ($)Segment	Dec. 26, 2015USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | Segment	3
Goodwill	$ 378	$ 378
North American Retail Division
Segment Reporting Information [Line Items]
Goodwill	78	78
North American Business Solutions Division
Segment Reporting Information [Line Items]
Goodwill	285	285
International Division
Segment Reporting Information [Line Items]
Goodwill	$ 15	$ 15

Reconciliation of Revenue from

Reconciliation of Revenue from Segments to Consolidated (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Segment Reporting Information [Line Items]
Sales	$ 3,544	$ 3,877
North American Retail Division
Segment Reporting Information [Line Items]
Sales	1,506	1,653
North American Business Solutions Division
Segment Reporting Information [Line Items]
Sales	1,368	1,477
International Division
Segment Reporting Information [Line Items]
Sales	$ 670	$ 747

Division Operating Income (Loss

Division Operating Income (Loss) (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income (loss)	$ 71	$ 88
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income (loss)	138	158
Operating Segments | North American Retail Division
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income (loss)	102	86
Operating Segments | North American Business Solutions Division
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income (loss)	46	58
Operating Segments | International Division
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income (loss)	$ (10)	$ 14

Reconciliation of Measure of Di

Reconciliation of Measure of Division Operating Income to Consolidated Income Before Income Taxes (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 26, 2016	Mar. 28, 2015
Segment Reporting Information [Line Items]
Operating income (loss)	$ 71	$ 88
Asset impairments		(5)
Merger, restructuring, and other operating expenses, net	(44)	(43)
Unallocated expenses	(23)	(22)
Interest income	6	6
Interest expense	(22)	(25)
Other income, net		1
Income before income taxes	55	70
Operating Segments
Segment Reporting Information [Line Items]
Operating income (loss)	$ 138	$ 158