Notes to Consolidated Financial Statements

Note 5: Purchases
Fiscal 1998

The Company acquired for a net cash purchase price of $28,770,000, 14 international product distributors. The excess of the purchase price over the fair market value of net tangible assets acquired was allocated to goodwill and is being amortized over 40 years.

Fiscal 1997

The Company acquired for a net cash purchase price of $24,572,000 and approximately 12,687,000 shares of common stock, 10 domestic product distributors, and 15 international product distributors. The excess of the purchase price over the fair market value of the net tangible assets acquired was allocated to goodwill and is being amortized over 40 years. Additionally, the Company completed six acquisitions which were accounted for as immaterial poolings of interest for approximately 2,208,000 shares of common stock. Included in the 10 domestic product distributors, is the acquisition of DDI, a provider of forms management services, custom business forms and pressure-sensitive labels for large corporate customers, purchased for approximately 10,740,000 shares of common stock.

The net purchase price for DDI was allocated as follows:

Total DDI goodwill, included in the fair value of assets acquired, of $130,438,000 includes transaction and other direct costs of such acquisition of $1,672,000 and purchase accounting adjustments (primarily relating to recording assets and liabilities at their fair market values) of $8,659,000 net of related deferred taxes.

In June 1997, the Company purchased the remaining 49% interest in Corporate Express United Kingdom by issuance of shares of Corporate Express common stock.

Fiscal 1996

The Company acquired for a net cash purchase price of $241,846,000 and approximately 3,600,000 shares of common stock, 46 domestic product distributors, 29 international office product distributors and 11 delivery service companies. The excess of the purchase price over the fair market value of the net tangible assets acquired was allocated to goodwill and is being amortized over 40 years. Included in the 46 domestic product acquisitions is the acquisition of ASAP Software Express, Inc. ("ASAP"), a distributor of software to large corporations. The ASAP purchase price was $97,611,000 offset by cash acquired of $13,792,000. Included in the 29 international product acquisitions is Boulevard Produits De Bureau, Inc. ("Boulevard"), a seller of office supplies, furniture and equipment, for a net cash purchase price of $16,102,000. The Company also repaid $9,498,000 of Boulevard promissory notes with cash of $731,900 and 356,832 shares of the Company's common stock.

In January 1997, Corporate Express Australia ("CEA") shareholders approved a one for five non-renounceable common stock rights offer at a price of A$.85 (US$.65) per share. Pursuant to the rights offer, on February 27, 1997, CEA issued 8,216,721 shares to Corporate Express and 3,553,370 shares to institutional investors. As of March 1, 1997, Corporate Express interest in CEA was 54.6%. On March 10, 1997, an additional 3,750,000 shares were issued to institutional investors which changed the Corporate Express interest in CEA to 52.4%. As of January 30, 1999 Corporate Express interest in CEA was 53.2%.

Pro Forma Results of Acquired Companies (unaudited)

The operating results of all of the above acquisitions, which were accounted for as purchases, are included in the Company's consolidated statements of operations from the dates of acquisition. The following pro forma financial information assumes the acquisitions occurred at the beginning of the earliest period presented. These results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made at the beginning of the year, or of results which may occur in the future. The pro forma results listed below are unaudited and reflect the impact of purchase price adjustments.