0001564590-21-024020 | 10-Q | XBRL Viewer

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 27, 2021	Apr. 28, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 27, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Trading Symbol	ODP
Entity Registrant Name	The ODP Corporation
Entity Central Index Key	0000800240
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-25
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		54,747,823
Entity Shell Company	false
Entity File Number	1-10948
Entity Tax Identification Number	85-1457062
Entity Address, Address Line One	6600 North Military Trail
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33496
City Area Code	561
Local Phone Number	438-4800
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Common Stock, par value $0.01 per share
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Sales:
Total sales	$ 2,366	$ 2,725
Cost of goods and occupancy costs:
Total cost of goods and occupancy costs	1,832	2,096
Gross profit	534	629
Selling, general and administrative expenses	453	521
Asset impairments	12	12
Merger, restructuring and other operating expenses, net	14	16
Operating income	55	80
Other income (expense):
Interest income		3
Interest expense	(7)	(18)
Other income, net	11	1
Income before income taxes	59	66
Income tax expense	6	21
Net income	$ 53	$ 45
Earnings per share
Basic	$ 0.99	$ 0.86
Diluted	$ 0.95	$ 0.84
Product
Sales:
Total sales	$ 2,051	$ 2,337
Cost of goods and occupancy costs:
Total cost of goods and occupancy costs	1,609	1,828
Service
Sales:
Total sales	315	388
Cost of goods and occupancy costs:
Total cost of goods and occupancy costs	$ 223	$ 268

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 53	$ 45
Other comprehensive income (loss), net of tax, where applicable:
Foreign currency translation adjustments	5	(41)
Other		(1)
Total other comprehensive income (loss), net of tax, where applicable	5	(42)
Comprehensive income	$ 58	$ 3

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Current assets:
Cash and cash equivalents	$ 753	$ 729
Receivables, net	687	631
Inventories	929	930
Prepaid expenses and other current assets	75	65
Total current assets	2,444	2,355
Property and equipment, net	546	576
Operating lease right-of-use assets	1,096	1,170
Goodwill	677	609
Other intangible assets, net	357	357
Deferred income taxes	156	162
Other assets	322	329
Total assets	5,598	5,558
Current liabilities:
Trade accounts payable	959	919
Accrued expenses and other current liabilities	1,141	1,138
Income taxes payable	6	12
Short-term borrowings and current maturities of long-term debt	23	24
Total current liabilities	2,129	2,093
Deferred income taxes and other long-term liabilities	201	197
Pension and postretirement obligations, net	41	43
Long-term debt, net of current maturities	344	354
Operating lease liabilities	923	991
Total liabilities	3,638	3,678
Commitments and contingencies
Stockholders' equity:
Common stock — authorized 80,000,000 shares of $0.01 par value; issued shares — 64,604,629 at March 27, 2021 and 62,551,255 at December 26, 2020; outstanding shares — 54,747,436 at March 27, 2021 and 52,694,062 at December 26, 2020	1	1
Additional paid-in capital	2,697	2,675
Accumulated other comprehensive loss	(27)	(32)
Accumulated deficit	(356)	(409)
Treasury stock, at cost — 9,857,193 shares at March 27, 2021 and December 26, 2020	(355)	(355)
Total stockholders' equity	1,960	1,880
Total liabilities and stockholders’ equity	$ 5,598	$ 5,558

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 27, 2021	Dec. 26, 2020
Statement Of Financial Position [Abstract]
Common stock, authorized	80,000,000	80,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, issued shares	64,604,629	62,551,255
Common stock, shares, outstanding	54,747,436	52,694,062
Treasury stock, shares	9,857,193	9,857,193

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Cash flows from operating activities:
Net income	$ 53	$ 45
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46	49
Charges for losses on receivables and inventories	7	8
Asset impairments	12	12
Compensation expense for share-based payments	10	7
Deferred income taxes and deferred tax asset valuation allowances	6	24
Changes in working capital and other operating activities	(48)	43
Net cash provided by operating activities	86	188
Cash flows from investing activities:
Capital expenditures	(13)	(25)
Businesses acquired, net of cash acquired	(28)	(18)
Proceeds from collection of notes receivable		818
Other investing activities	8	1
Net cash provided by (used in) investing activities	(33)	776
Cash flows from financing activities:
Net payments on long and short-term borrowings	(6)	(25)
Debt retirement		(735)
Cash dividends on common stock		(13)
Share purchases for taxes, net of proceeds from employee share-based transactions	(23)	(4)
Repurchase of common stock for treasury		(30)
Other financing activities	(1)	(1)
Net cash used in financing activities	(30)	(808)
Effect of exchange rate changes on cash and cash equivalents	1	(12)
Net increase in cash and cash equivalents	24	144
Cash, cash equivalents and restricted cash at beginning of period	729	700
Cash, cash equivalents and restricted cash at end of period	753	844
Supplemental information on non-cash investing and financing activities
Right-of-use assets obtained in exchange for new finance lease liabilities		3
Right-of-use assets obtained in exchange for new operating lease liabilities	11	$ 54
Business acquired in exchange for common stock issuance	$ 35

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions	Total	BuyerQuest Acquisition	Adjustment for Adoption of Accounting Standard	Common Stock	Common Stock BuyerQuest Acquisition	Additional Paid-in Capital	Additional Paid-in Capital BuyerQuest Acquisition	Accumulated Other Comprehensive Loss	Accumulated Deficit	Accumulated Deficit Adjustment for Adoption of Accounting Standard	Treasury Stock
Balance at Dec. 28, 2019	$ 2,173		$ (1)	$ 1		$ 2,652		$ (66)	$ (89)	$ (1)	$ (325)
Balance, Shares at Dec. 28, 2019				62,042,477
Net income	45								45
Other comprehensive income (loss)	(42)							(42)
Exercise and release of incentive stock (including income tax benefits and withholding)	(4)					(4)
Exercise and release of incentive stock (including income tax benefits and withholding) (in shares)				426,591
Amortization of long-term incentive stock grants	7					7
Dividends paid on common stock	(13)					(13)
Repurchase of common stock	(30)										(30)
Balance at Mar. 28, 2020	2,135			$ 1		2,642		(108)	(45)		(355)
Balance, Shares at Mar. 28, 2020				62,469,068
Balance at Dec. 26, 2020	1,880			$ 1		2,675		(32)	(409)		(355)
Balance, Shares at Dec. 26, 2020				62,551,255
Net income	53								53
Other comprehensive income (loss)	5							5
Exercise and release of incentive stock (including income tax benefits and withholding)	(23)					(23)
Exercise and release of incentive stock (including income tax benefits and withholding) (in shares)				1,225,876
Amortization of long-term incentive stock grants	10					10
Common stock issuance related to the BuyerQuest acquisition		$ 35					$ 35
Common stock issuance related to the BuyerQuest acquisition, (in shares)					827,498
Balance at Mar. 27, 2021	$ 1,960			$ 1		$ 2,697		$ (27)	$ (356)		$ (355)
Balance, Shares at Mar. 27, 2021				64,604,629

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 28, 2020 $ / shares
Statement Of Stockholders Equity [Abstract]
Dividend paid on common stock, per share	$ 0.25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 27, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The ODP Corporation, including its consolidated subsidiaries (“ODP” or the “Company”), is a leading provider of business services and supplies, products and digital workspace technology solutions to small, medium-sized and enterprise businesses. The Company operates through its direct and indirect subsidiaries and maintains a fully integrated business-to-business (“B2B”) distribution platform of thousands of dedicated sales and technology service professionals, online presence and 1,146 retail stores, all supported by supply chain facility and delivery operations. Through its banner brands Office Depot®, OfficeMax®, CompuCom® and Grand & Toy®, as well as others, the Company offers its customers the tools and resources they need to focus on starting, growing and running their business. The Company’s corporate headquarters is located in Boca Raton, FL, and its primary website is www.officedepot.com.

At March 27, 2021, the Company had three reportable segments (or “Divisions”): Business Solutions Division, Retail Division and CompuCom Division.

The Condensed Consolidated Financial Statements as of March 27, 2021, and for the 13-week period ended March 27, 2021 (also referred to as the “first quarter of 2021”) and March 28, 2020 (also referred to as the “first quarter of 2020”) are unaudited. However, in management’s opinion, these Condensed Consolidated 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. Business acquisitions in 2020 and 2021 are included prospectively from the date of acquisition, thus affecting the comparability of the Company’s financial statements for all periods presented in this report on Form 10-Q.

The Company has prepared the Condensed Consolidated Financial Statements included herein pursuant to the rules and regulations of 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 (“GAAP”), have been condensed or omitted pursuant to those SEC rules and regulations. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. For a better understanding of the Company and its Condensed Consolidated Financial Statements, the Company recommends reading these Condensed Consolidated Financial Statements in conjunction with the audited financial statements, which are included in the Company’s 2020 Form 10-K. These interim results are not necessarily indicative of the results that should be expected for the full year.

After obtaining approval of the Company’s shareholders on May 11, 2020, the Company’s Board of Directors determined to set a reverse stock split ratio of 1-for-10 for a reverse stock split of the Company’s outstanding shares of common stock, and a reduction in the number of authorized shares of the Company’s common stock by a corresponding ratio. The reverse stock split was effective on June 30, 2020. All share and per share amounts in the Company’s Condensed Consolidated Financial Statements and notes thereto have been retroactively adjusted for the prior period presented to give effect to this reverse stock split.

CASH MANAGEMENT

The cash management process generally utilizes zero balance accounts which provide for the settlement of the related disbursement and cash concentration accounts on a daily basis. Amounts not yet presented for payment to zero balance disbursement accounts of $12 million and $23 million at March 27, 2021 and December 26, 2020, respectively, are presented in Trade accounts payable and Accrued expenses and other current liabilities.

At March 27, 2021 and December 26, 2020, cash and cash equivalents held outside the United States amounted to $144 million and $159 million, respectively.

Restricted cash consists primarily of short-term cash deposits having original maturity dates of twelve months or less that serve as collateral to certain of the Company’s letters of credit. Restricted cash is valued at cost, which approximates fair value. There was no restricted cash at both March 27, 2021 and December 26, 2020.

NEW ACCOUNTING STANDARDS

Standards that were adopted:

Defined benefit plan: In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The Company adopted this accounting standards update on the first day of the first quarter of 2021 with no material impact on its Condensed Consolidated Financial Statements.

Income Taxes: In December 2019, the FASB issued an accounting standards update that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The accounting standards update also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted this accounting standards update on the first day of the first quarter of 2021 with no material impact on its Condensed Consolidated Financial Statements.

ACQUISITIONS

3 Months Ended

Mar. 27, 2021

Business Combinations [Abstract]

ACQUISITIONS

NOTE 2. ACQUISITIONS

Since 2017, the Company has been undergoing a strategic business transformation to pivot into an integrated B2B distribution platform, with the objective of expanding its product offerings to include value-added services for its customers and capture greater market share. As part of this transformation, the Company is evolving its B2B business to include a new digital procurement platform focused on transforming the B2B procurement and sourcing industry. On January 29, 2021, in connection with the Company’s development efforts in this area, the Company acquired BuyerQuest Holdings, Inc. (“BuyerQuest”), a business services software company with an eProcurement platform for approximately $71 million, subject to customary post-closing adjustments. The purchase consideration for BuyerQuest includes $61 million paid at closing, funded with $26 million of cash on hand and the issuance of 827,498 shares of the Company’s common stock, and up to $10 million contingent consideration that will be payable over a two-year period subject to BuyerQuest meeting certain performance conditions.

As part of its transformation, the Company continues to acquire profitable regional office supply distribution businesses to expand its reach and distribution network into geographic areas that were previously underserved. During the first quarter of 2021, the Company acquired one small independent regional office supply distribution business for approximately $2 million funded with cash on hand, subject to customary post-closing adjustments.

The acquisitions were treated as purchases in accordance with ASC 805, Business Combinations (“ASC 805”) which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transactions including goodwill and other intangible assets. The Company has performed a preliminary purchase price allocation of the aggregate purchase price to the estimated fair values of assets and liabilities acquired in the transactions. The preliminary purchase price allocation for BuyerQuest includes $6 million of technology intangible assets and $67 million of goodwill. The preliminary purchase price allocation for the acquired office supply distribution business includes $1 million of goodwill. An immaterial amount of the aggregate purchase price was allocated to working capital accounts. These assets and liabilities are included in the Condensed Consolidated Balance Sheet as of March 27, 2021. As additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the dates of acquisition), the Company will refine its estimates of fair value to allocate the purchase price. The operating results of the acquired businesses are combined with the Company’s operating results subsequent to their purchase dates. The operating results of the acquired office supply distribution business are included in the Business Solutions Division, and the operating results of BuyerQuest are included in Other, as described in Note 5. Certain disclosures set forth under ASC 805, including supplemental pro forma financial information, are not disclosed because the operating results of the acquired businesses, individually and in the aggregate, are not material to the Company.

Based on new information received, the preliminary purchase price allocations of the companies acquired in 2020 have been adjusted during the respective measurement periods. These adjustments were insignificant individually and in the aggregate to the Company’s Condensed Consolidated Financial Statements. The measurement periods for acquisitions completed in the first quarter of 2020 closed within the first quarter of 2021.

Under the guidance on accounting for business combinations, merger and integration costs are not included as components of consideration transferred. Instead, they 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 merger, restructuring and other operating expenses incurred during the first quarter of 2021.

MERGER, RESTRUCTURING AND OTHER ACTIVITY

3 Months Ended

Mar. 27, 2021

Merger Restructuring And Other Activity [Abstract]

MERGER, RESTRUCTURING AND OTHER ACTIVITY

NOTE 3. MERGER, RESTRUCTURING AND OTHER ACTIVITY

Since 2017, the Company has taken actions to optimize its asset base and drive operational efficiencies. These actions include acquiring profitable businesses, closing underperforming retail stores and non-strategic distribution facilities, consolidating functional activities, eliminating redundant positions and disposing of non-strategic businesses and assets. The expenses and any income recognized directly associated with these actions are included in Merger, restructuring and other operating expenses, net on a separate line in the Condensed Consolidated Statements of Operations in order to identify these activities apart from the expenses incurred to sell to and service customers. These expenses are not included in the determination of Division operating income. The table below summarizes the major components of Merger, restructuring and other operating expenses, net.

	First Quarter
(In millions)	2021		2020
Merger and transaction related expenses
Transaction and integration	$	1	$	7
Total Merger and transaction related expenses		1		7
Restructuring expenses
Severance		1		—
Professional fees		1		6
Facility closure, contract termination, and other expenses, net		9		3
Total Restructuring expenses		11		9
Other operating expenses
Professional fees		2		—
Total Other operating expenses		2		—
Total Merger, restructuring and other operating expenses, net	$	14	$	16

MERGER AND TRANSACTION RELATED EXPENSES

In the first quarters of 2021 and 2020, the Company incurred $1 million and $7 million of transaction and integration expenses, respectively. These expenses include legal, accounting, and other third-party expenses incurred in connection with acquisitions and business integration activities primarily related to the CompuCom Division in the first quarter of 2020, and to other acquisitions in the first quarter of 2021.

RESTRUCTURING EXPENSES

Maximize B2B Restructuring Plan

In May 2020, the Company’s Board of Directors approved a restructuring plan to realign the Company’s operational focus to support its “business-to-business” solutions and IT services business units and improve costs (“Maximize B2B Restructuring Plan”). Implementation of the Maximize B2B Restructuring Plan is expected to be substantially completed by the end of 2023. The Maximize B2B Restructuring Plan aims to generate savings through optimizing the Company’s retail footprint, removing costs that directly support the Retail business and additional measures to implement a company-wide low-cost business model, which will then be invested in accelerating the growth of the Company’s business-to-business platform. The plan is broader than restructuring programs the Company has implemented in the past and includes closing and/or consolidating retail stores and distribution facilities and the reduction of up to 13,100 employee positions by the end of 2023. The Company is evaluating the number and timing of retail store and distribution facility closures and/or consolidations, however, it is generally understood that closures will approximate the store’s lease termination date. The Company closed 7 retail stores under the Maximize B2B Restructuring Plan during the first quarter of 2021. The Company had closed 70 retail stores and two distribution facilities prior to the first quarter of 2021 under the Maximize B2B Restructuring Plan. It is anticipated that additional retail stores will be closed in 2021. Total estimated restructuring costs related to the Maximize B2B Restructuring Plan are expected to be up to $143 million, comprised of:

(a)

severance costs of approximately $55 million;

(b)

facility closure costs of approximately $51 million, which are mainly related to retail stores; and

(c)

other costs, including contract termination costs, to facilitate the execution of the Maximize B2B Restructuring Plan of approximately $37 million.

The total costs of up to $143 million above are expected to be cash expenditures through 2023 and funded primarily with cash on hand and cash from operations. The Company incurred $92 million in restructuring expenses to implement the Maximize B2B Restructuring Plan since its inception in 2020 through the end of the first quarter of 2021, of which $33 million were cash expenditures funded primarily with cash on hand and cash from operations.

In the first quarter of 2021, the Company incurred $11 million in restructuring expenses associated with the Maximize B2B Restructuring Plan which consisted of $1 million in employee severance, $1 million in third-party professional fees, and $9 million of

facility closure, contract termination and other costs. The facility closure costs were mainly related to retail store closure accruals, and other costs mainly related to gains and losses on asset dispositions, and accelerated depreciation. Of these amounts, $5 million were cash expenditures in the first quarter of 2021.

Other

Included in restructuring expenses in the first quarter of 2020 were costs incurred in connection with the Business Acceleration Program, a program which was announced in 2019 and concluded at the end of 2020. These costs included third-party professional fees, retail and facility closure costs and other.

OTHER OPERATING EXPENSES

CompuCom strategic alternatives review

In January 2021, the Company’s Board of Directors announced that as a result of a business review of CompuCom, management has initiated a process to explore a value-maximizing sale of the Company’s CompuCom Division to maximize CompuCom’s full potential and drive forward its future value and success. The Company incurred $1 million in third-party professional fees associated with exploring the sale of CompuCom in the first quarter of 2021.

USR Parent, Inc. proposals

During the first quarter of 2021, the Company received two proposals from USR Parent, Inc., the parent company of Staples Inc. and a portfolio company of Sycamore Partners, to acquire 100% of the Company’s issued and outstanding stock or certain assets of the Company. After careful review and consideration of the proposals and in consultation with the Company’s financial and legal advisors, the Company’s Board of Directors unanimously concluded that the transactions described in the proposals were not in the best interest of the Company and its shareholders, and that there was a more compelling path forward to create value. The Company filed statements on Schedule 14D-9 with the SEC on January 19, 2021 and March 15, 2021 containing its Board of Directors’ recommendation. The Company incurred $1 million in third-party professional fees related to the evaluation of USR Parent, Inc.’s proposals in the first quarter of 2021, including expenses incurred in connection with a Civil Investigative Demand (“CID”) from the U.S. Federal Trade Commission (“FTC”), which is conducting an investigation of USR Parent, Inc.’s proposals.

On March 31, 2021, USR Parent, Inc. publicly announced that it decided to defer the March 2021 launch of a tender offer for the Company’s common stock while reserving the right to commence one in the future. The Company has received no additional communications from USR Parent, Inc. since USR Parent Inc.’s March 31 public communication. Accordingly, in order to relieve the Company from the continuation of a costly and burdensome process, the FTC has agreed to defer requiring further responses from the Company unless and until USR Parent, Inc. formally launches a tender offer or the parties execute a negotiated agreement. Additionally, on May 4, 2021 the Canadian Competition Bureau (the “Bureau”) advised the Company that it has determined that USR Parent, Inc.’s proposed acquisition of the Company would likely result in a substantial lessening or prevention of competition in the sale of business essentials to enterprise customers in Canada. While it is not known for certain what the Bureau would do if USR Parent, Inc. actually launches a tender offer in the future, the Bureau’s determination signals that the Bureau would likely challenge the acquisition. The Company cannot be certain that USR Parent, Inc. will not commence a tender offer in the future. The Company anticipates that it will incur additional significant legal and other expenses in the future if USR Parent, Inc. pursues a tender offer.

MERGER, RESTRUCTURING AND OTHER ACCRUALS

The activity in the merger, restructuring and other accruals in the first quarter of 2021 is presented in the table below. Certain merger, restructuring and other charges are excluded from the table because they are paid as incurred or non-cash, such as accelerated depreciation and gains and losses on asset dispositions.

	Balance as of							Balance as of
	December 26,		Charges		Cash			March 27,
(In millions)	2020		Incurred		Payments			2021
Termination benefits:
Maximize B2B Restructuring Plan		30		—		(2	)		28
Business Acceleration Program		8		—		—			8
Lease and contract obligations, accruals for facilities closures and other costs:
Merger-related accruals		1		—		—			1
Maximize B2B Restructuring Plan		10		5		(3	)		12
Business Acceleration Program		1		—		(1	)		—
Comprehensive Business Review		2		—		—			2
CompuCom strategic alternatives review		—		1		—			1
USR Parent, Inc. proposals		—		1		—			1
Total	$	52	$	7	$	(6	)	$	53

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, in the Condensed Consolidated Balance Sheets.

REVENUE RECOGNITION

3 Months Ended

Mar. 27, 2021

Revenue From Contract With Customer [Abstract]

REVENUE RECOGNITION

NOTE 4. REVENUE RECOGNITION

PRODUCTS AND SERVICES REVENUE

The following table provides information about disaggregated revenue by Division, and major products and services categories.

	First Quarter of 2021
(In millions)	Business Solutions Division		Retail Division		CompuCom Division		Other			Total
Major products and services categories
Products
Supplies	$	574	$	361	$	—	$	2		$	937
Technology		309		439		49		—			797
Furniture and other		175		138		—		4			317
Services
Technology		—		6		146		(2	)		150
Copy, print, and other		69		95		1		—			165
Total	$	1,127	$	1,039	$	196	$	4		$	2,366

	First Quarter of 2020
(In millions)	Business Solutions Division		Retail Division		CompuCom Division		Other			Total
Major products and services categories
Products
Supplies	$	754	$	420	$	—	$	2		$	1,176
Technology		317		482		63		—		$	862
Furniture and other		176		122		—		1		$	299
Services
Technology		—		9		169		(3	)	$	175
Copy, print, and other		87		123		3		—		$	213
Total	$	1,334	$	1,156	$	235	$	—		$	2,725

Products revenue includes the sale of:

•

Supplies such as paper, writing instruments, office supplies, cleaning and breakroom items, and personal protective equipment;

•

Technology related products such as toner and ink, printers, computers, tablets and accessories, and electronic storage; and

•

Furniture and other products such as desks, seating, and luggage.

The Company sells its supplies, furniture and other products through its Business Solutions and Retail Divisions, and its technology products through all three Divisions. Customers can purchase products through the Company’s call centers, electronically through its Internet websites, or through its retail stores. Revenues from supplies, technology, and furniture and other product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer.

Furniture and other products also include arrangements where customers can make special furniture interior design and installation orders that are customized to their needs. The performance obligations related to these arrangements are satisfied over time.

Services revenue includes the sale of:

•

Technology service offerings provided through the Company’s CompuCom Division, such as technology lifecycle management, end user computing and collaboration, service desk, remote technology monitoring and management, and information technology (“IT”) workforce solutions, as well as technology support services offerings provided in the Company’s retail stores, such as installation and repair; and

•

Copy, print, and other service offerings such as managed print and fulfillment services, product subscriptions, and sales of third party software, gift cards, warranties, remote support as well as rental income on operating lease arrangements where the Company conveys to its customers the right to use devices and other equipment for a stated period.

The largest offering in the technology service category is end user computing, which provides on-site services to assist corporate end users with their IT needs. Services are either billed on a rate per hour, per event, or per user, or on a fixed recurring basis. For the majority of technology service offerings contracts, the Company has the right to invoice the customer for an amount that directly corresponds with the value to the customer of the Company’s performance to date and as such the Company recognizes revenue based on the amount billable to the customer in accordance with the practical expedient provided by the current revenue guidance.

Substantially all of the Company’s other service offerings are satisfied at a point in time and revenue is recognized as such. The largest other service offering is copy and print services, which includes printing, copying, and digital imaging. The majority of copy and print services are fulfilled through retail stores and the related performance obligations are satisfied within a short period of time (generally within the same day).

REVENUE RECOGNITION AND SIGNIFICANT JUDGMENTS

Revenue is recognized upon transfer of control of promised products or services to customers for an amount that reflects the consideration the Company is entitled to receive in exchange for those products or services. For product sales, transfer of control occurs at a point in time, typically upon delivery to the customer. For service offerings, the transfer of control and satisfaction of the performance obligation is either over time or at a point in time. When performance obligations are satisfied over time, the Company evaluates the pattern of delivery and progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Revenue is recognized net of allowance for returns and net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Shipping and handling costs are considered fulfillment activities and are recognized within the Company’s cost of goods sold.

Contracts with customers could include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Determining the standalone selling price also requires judgment. The Company did not have significant revenues generated from such contracts in the first quarters of 2021 and 2020.

Products are generally sold with a right of return and the Company may provide other incentives, such as rebates and coupons, which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company estimates returns and incentives at contract inception and includes the amount in the transaction price for which significant reversal is not probable. These estimates are updated at the end of each reporting period as additional information becomes available.

The Company offers a customer loyalty program that provides customers with rewards that can be applied to future purchases or other incentives. Loyalty rewards are accounted for as a separate performance obligation and deferred revenue is recorded in the amount of the transaction price allocated to the rewards, inclusive of the impact of estimated breakage. The estimated breakage of loyalty rewards is based on historical redemption rates experienced under the loyalty program. Revenue is recognized when the loyalty rewards are redeemed or expire. As of March 27, 2021 and December 26, 2020, the Company had $11 million and $12 million of deferred revenue related to the loyalty program, respectively, which is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

The Company recognizes revenue in certain circumstances before product delivery occurs (commonly referred to as bill-and-hold transactions). Revenue from bill-and-hold transactions is recognized when all specific requirements for transfer of control under a bill-and-hold arrangement have been met which include, among other things, a request from the customer that the product be held for future scheduled delivery. For these bill-and-hold arrangements, the associated product inventory is identified separately as belonging to the customer and is ready for physical transfer.

CONTRACT BALANCES

The timing of revenue recognition may differ from the timing of invoicing to customers. A receivable is recognized in the period the Company delivers goods or provides services, and is recorded at the invoiced amount, net of an allowance for doubtful accounts. A receivable is also recognized for unbilled services where the Company’s right to consideration is unconditional, and is recorded based on an estimate of time and materials. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 20 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the contracts do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its products and services.

The Company receives payments from customers based upon contractual billing schedules. Contract assets include amounts related to deferred contract acquisition costs (refer to the section “Costs to Obtain a Contract” below) and if applicable, the Company’s conditional right to consideration for completed performance under a contract. The short- and long-term components of contract assets in the table below are included in Prepaid expenses and other current assets, and Other assets, respectively, in the Condensed Consolidated Balance Sheets. Contract liabilities include payments received in advance of performance under the contract, which are recognized as revenue when the performance obligation is completed under the contract, as well as accrued contract acquisition costs, liabilities related to the Company’s loyalty program and gift cards. The short- and long-term components of contract liabilities in the table below are included in Accrued expenses and other current liabilities, and Deferred income taxes and other long-term liabilities, respectively, in the Condensed Consolidated Balance Sheets.

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

	March 27,		December 26,
(In millions)	2021		2020
Trade receivables, net	$	548	$	501
Short-term contract assets		17		15
Long-term contract assets		14		15
Short-term contract liabilities		55		50
Long-term contract liabilities		3		4

In the first quarters of 2021 and 2020, the Company did not have any contract assets related to conditional rights. The Company recognized revenues of $22 million and $18 million in the first quarters of 2021 and 2020, respectively, which were included in the short-term contract liability balance at the beginning of each respective period. The Company recognized no contract assets and $2 million of contract liabilities in the first quarter of 2021 as a result of business combinations. There were no contract assets and liabilities that were recognized in the first quarter 2020 as a result of business combinations. There were no significant adjustments to revenue from performance obligations satisfied in previous periods and there were no contract assets recognized at the beginning of each respective period that transferred to receivables in the first quarters of 2021 and 2020.

A majority of the purchase orders and statements of work related to contracts with customers require delivery of the product or service within one year or less. For certain service contracts that exceed one year, the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Accordingly, the Company has applied the optional exemption provided by the current revenue recognition standard relating to unsatisfied performance obligations and does not disclose the value of unsatisfied performance obligations for its contracts.

COSTS TO OBTAIN A CONTRACT

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain rebate incentive programs meet the requirements to be capitalized. These costs are periodically reviewed for impairment, and are amortized on a straight-line basis over the expected period of benefit. As of March 27, 2021 and December 26, 2020, capitalized acquisition costs amounted to $31 million and $30 million, respectively, and are reflected in short-term contract assets and long-term contract assets in the table above. In the first quarters of 2021 and 2020, amortization expense was $6 million and $7 million, respectively. The Company had no asset impairment charges related to contract assets in the periods presented herein. There is uncertainty regarding the impacts of COVID-19, the novel coronavirus disease that was declared a pandemic by the World Health Organization on March 11, 2020, on the global and national economies, which could negatively affect the Company’s customers and result in future impairments of contract assets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

SEGMENT INFORMATION

3 Months Ended

Mar. 27, 2021

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 5. SEGMENT INFORMATION

At March 27, 2021, the Company had three reportable segments: Business Solutions Division, Retail Division and CompuCom Division. The Business Solutions Division sells nationally branded as well as the Company’s private branded office supply and adjacency products and services to customers in the United States, Puerto Rico, the U.S. Virgin Islands, and Canada. Business Solutions Division customers are served through a dedicated sales force, catalogs, telesales, and electronically through the Company’s Internet websites. The Retail Division includes a chain of retail stores in the United States, Puerto Rico and the U.S. Virgin Islands, which sell office supplies, technology products and solutions, business machines and related supplies, cleaning, breakroom and facilities products, personal protective equipment, and office furniture as well as offer business services including copying, printing, digital imaging, mailing, shipping and technology support services. In addition, the print needs for retail and business customers are also facilitated through the Company’s regional print production centers. The CompuCom Division provides IT services and products to enterprise organizations in the United States and Canada, and offers a broad range of solutions including technology lifecycle management, end user computing and collaboration, service desk, remote technology monitoring and management, and IT workforce solutions.

The retained global sourcing operations previously included in the former International Division are not significant and have been presented as Other. The operating results of BuyerQuest are not significant in the first quarter of 2021 and are included in Other since its acquisition on January 29, 2021. Also included in Other is the elimination of intersegment revenues of $4 million for both the first quarter of 2021 and the first quarter of 2020.

The products and services offered by the Business Solutions Division and the Retail Division are similar, but the CompuCom Division’s offerings are focused on IT services and related products. The Company’s three operating segments are its three reportable segments. The Business Solutions Division, the Retail Division and the CompuCom Division are managed separately as they represent separate channels in the way the Company serves its customers. The accounting policies for each segment are the same as those described in Note 1 of the 2020 Form 10-K. 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 Business Solutions Division, the Retail Division or the CompuCom Division, including asset impairments and merger, restructuring and other operating expenses, 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. In addition, the Company regularly evaluates the appropriateness of the reportable segments based on how the business is managed, including decision-making about resources allocation and assessing performance of the segments, particularly in light of organizational changes, merger and acquisition activity and changing laws and regulations. Therefore, the current reportable segments may change in the future.

The following is a summary of sales and operating income (loss) by each of the Divisions and Other, reconciled to consolidated totals.

	Sales
	First Quarter
(In millions)	2021		2020
Business Solutions Division	$	1,127	$	1,334
Retail Division		1,039		1,156
CompuCom Division		196		235
Other		4		—
Total	$	2,366	$	2,725

	Division Operating Income (Loss)
	First Quarter
(In millions)	2021			2020
Business Solutions Division	$	17		$	40
Retail Division		100			87
CompuCom Division		(1	)		3
Other		—			—
Total	$	116		$	130

A reconciliation of the measure of Division operating income to Consolidated income before income taxes is as follows:

	First Quarter
(In millions)	2021			2020
Total Divisions operating income	$	116		$	130
Add/(subtract):
Asset impairments		(12	)		(12	)
Merger, restructuring and other operating expenses, net		(14	)		(16	)
Unallocated expenses		(35	)		(22	)
Interest income		—			3
Interest expense		(7	)		(18	)
Other income, net		11			1
Income before income taxes	$	59		$	66

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

	Business Solutions		Retail		CompuCom
(In millions)	Division		Division		Division		Other		Total
Balance as of December 26, 2020	$	316	$	78	$	215	$	—	$	609
Acquisitions		1		—		—		67		68
Balance as of March 27, 2021	$	317	$	78	$	215	$	67	$	677

Additions to goodwill relate to acquisitions made during the first quarter of 2021, as well as the impact of purchase accounting adjustments associated with 2020 acquisitions. As disclosed in Note 2, these adjustments were insignificant individually and in the aggregate to the Company’s Condensed Consolidated Financial Statements. Refer to Note 2 for additional information on the acquisitions made during the first quarter of 2021.

Goodwill and indefinite-lived intangible assets are tested for impairment annually as of the first day of fiscal December or more frequently when events or changes in circumstances indicate that impairment may have occurred. The most recent annual impairment assessment was performed during the fourth quarter of 2020, using a quantitative assessment for all reporting units. The quantitative assessment combined the income approach and the market approach valuation methodologies and concluded that the fair value of all the Company’s reporting units exceed their carrying amounts. The margin of passage for the CompuCom and Contract reporting units during this assessment were approximately 12%. The Contract reporting unit is a component of the Business Solutions Division segment. As of March 27, 2021, the Company believes, based on an evaluation of events and circumstances, that an interim impairment test has not been triggered and that its goodwill and indefinite-lived intangible assets continue to be recoverable for all reporting units.

The Company is monitoring the performance of its CompuCom and Contract reporting units which continued to experience the negative impacts of COVID-19 during the first quarter of 2021. The CompuCom and Contract reporting units’ operating performance and future outlook are in line with the Company’s forecasts used in determining the fair value estimates in the most recent quantitative annual impairment test. Accordingly, there are no impairment indicators identified for these reporting units as of March 27, 2021. The Company also did not identify indicators of impairment related to its other reporting units, which mainly serve consumers through its retail stores and eCommerce platform and have been performing in accordance with forecasts. The Company will continue to evaluate the recoverability of goodwill at the reporting unit level on an annual basis and whenever events or changes in circumstances indicate there may be a potential impairment. If the operating results of the Company’s reporting units deteriorate in the future, it may cause the fair value of one or more of the reporting units to fall below their carrying amount, resulting in additional goodwill impairment charges.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

INCOME TAXES

3 Months Ended

Mar. 27, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 6. INCOME TAXES

During 2021 and 2020, the mix of income and losses across jurisdictions, although still applicable, has become less of a factor in influencing the Company’s effective tax rates due to limited international operations and improved operating results. As a result, the Company’s effective tax rates are 10% for the first quarter of 2021 and 32% for the first quarter of 2020. In the first quarter of 2021, the Company recognized a large tax windfall associated with stock-based compensation awards and recognized tax benefits due to an agreement reached with the IRS related to a prior tax position. These two factors along with the impact of state taxes and the mix of income and losses across U.S. and non-U.S. jurisdictions caused the Company’s effective tax rate to differ from the statutory rate of 21%. In addition, the Company is recognizing tax benefits due to an agreement reached with the IRS related to a prior tax position. The Company’s effective tax rate in the prior period has varied considerably as a result of several primary factors including the mix of income and losses across U.S. and non-U.S. jurisdictions, the impact of excess tax deficiencies associated with stock-based compensation awards and the derecognition of valuation allowances against deferred tax assets that were not more-likely-than-not realizable in the U.S. and certain non-U.S. jurisdictions. Changes in pretax income projections and the mix of income across jurisdictions could impact the effective tax rates in future quarters.

The Company continues to have a U.S. valuation allowance for certain U.S. federal credits and state tax attributes, which relates to deferred tax assets that require certain types of income or for income to be earned in certain jurisdictions in order to be realized. The Company will continue to assess the realizability of its deferred tax assets in the U.S. and remaining foreign jurisdictions in future periods. Changes in pretax income projections could impact this evaluation in future periods.

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 prior to 2018 and 2014, respectively. The acquired OfficeMax U.S. consolidated group is no longer subject to U.S. federal income tax examination, and with few exceptions, is no longer subject to U.S. state and local income tax examinations for years prior to 2013. The Company’s U.S. federal income tax return for 2019 is currently under review. Generally, the Company is subject to routine examination for years 2013 and forward in its international tax jurisdictions.

It is anticipated that $1 million of tax positions will be resolved within the next 12 months. 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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

EARNINGS PER SHARE

3 Months Ended

Mar. 27, 2021

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 7. EARNINGS PER SHARE

As disclosed in Note 1, a 1-for-10 reverse stock split of the Company’s outstanding shares of common stock and a reduction in the number of authorized shares of the Company’s common stock by a corresponding ratio became effective on June 30, 2020. All share and per share amounts have been retroactively adjusted for the prior period presented to give effect to this reverse stock split. The following table represents the calculation of earnings per common share – basic and diluted:

	First Quarter
(In millions, except per share amounts)	2021		2020
Basic Earnings Per Share
Numerator:
Net income	$	53	$	45
Denominator:
Weighted-average shares outstanding		53		53
Basic earnings per share	$	0.99	$	0.86
Diluted Earnings Per Share
Numerator:
Net income	$	53	$	45
Denominator:
Weighted-average shares outstanding		53		53
Effect of dilutive securities:
Stock options and restricted stock		3		1
Diluted weighted-average shares outstanding		56		54
Diluted earnings per share	$	0.95	$	0.84

Awards of stock options and nonvested shares representing additional shares of outstanding common stock were less than 1 million in the first quarters of 2021 and 2020, but were not included in the computation of diluted weighted-average shares outstanding because their effect would have been antidilutive.

DEBT

3 Months Ended

Mar. 27, 2021

Debt Disclosure [Abstract]

DEBT

NOTE 8. DEBT

On April 17, 2020, the Company entered into the Third Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”), which provides for a $1.2 billion asset-based revolving credit facility and a $100 million asset-based first-in, last-out term loan facility (the “FILO Term Loan Facility”), for an aggregate principal amount of up to $1.3 billion (the “New Facilities”). The New Facilities mature on April 17, 2025. The Third Amended Credit Agreement replaced the Company’s then existing amended and restated credit agreement that was due to mature in May 2021.

As provided by the Third Amended Credit Agreement, available amounts that can be borrowed at any given time are based on percentages of certain outstanding accounts receivable, credit card receivables, inventory, cash value of company-owned life insurance policies, and certain specific real estate of the Company. At March 27, 2021, the Company had no revolving loans outstanding, $100 million of outstanding FILO Term Loan Facility loans, $54 million of outstanding standby letters of credit, and $946 million of available credit under the Third Amended Credit Agreement. The Company was in compliance with all applicable covenants at March 27, 2021.

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 27, 2021

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9. STOCKHOLDERS’ EQUITY

Accumulated other comprehensive loss activity, net of tax, where applicable, is provided in the following table:

	Foreign			Change in
	Currency			Deferred
	Translation			Pension and
(In millions)	Adjustments			Other			Total
Balance at December 26, 2020	$	(27	)	$	(5	)	$	(32	)
Other comprehensive income activity		5			—			5
Balance at March 27, 2021	$	(22	)	$	(5	)	$	(27	)

TREASURY STOCK

In November 2018, the Board of Directors approved a stock repurchase program of up to $100 million of its common stock effective January 1, 2019, which extended until the end of 2020. In November 2019, the Board of Directors approved an increase in the authorization of the existing stock repurchase program of up to $200 million, which included the remaining authorized amount under the existing stock repurchase program and extended the program through the end of 2021. As a result of the continued economic uncertainty due to COVID-19, the Board of Directors temporarily suspended the stock repurchase program in May 2020, however, the stock repurchase authorization remained effective. In November 2020, the Board of Directors approved the resumption of the stock repurchase program beginning in the fourth quarter of 2020, which was set to run through the end of 2021.

The Company did not purchase any shares of its common stock in the first quarter of 2021. As of March 27, 2021, $130 million remains available for stock repurchases under the current stock repurchase program.

In May 2021, the Board of Directors approved a new stock repurchase program of up to $300 million, available through June 30, 2022, which replaces the current $200 million stock repurchase program. The new authorization may be suspended or discontinued at any time. The exact number and timing of stock repurchases will depend on market conditions and other factors, and will be funded through available cash balances.

At March 27, 2021, there were 10 million shares of common stock held in treasury. The Company’s Third Amended Credit Agreement permits restricted payments, such as common stock repurchases, but may be limited if the Company does not meet the required minimum liquidity or fixed charge coverage ratio requirements. Refer to Note 8 for additional information about the Company’s compliance with covenants.

DIVIDENDS ON COMMON STOCK

In May 2020, in order to preserve liquidity during the COVID-19 pandemic and in light of the uncertainties as to its duration and economic impact, the Company’s Board of Directors temporarily suspended the Company’s quarterly cash dividend beginning in the second quarter of 2020. There was no quarterly cash dividend declared and paid in the first quarter of 2021. The Company’s quarterly cash dividend remains temporarily suspended. Prior to its temporary suspension, dividends have been recorded as a reduction to additional paid-in capital as the Company is in an accumulated deficit position. The Company’s Third Amended Credit Agreement permits restricted payments, such as dividends, but may be limited if the Company does not meet the required minimum liquidity or fixed charge coverage ratio requirements. Refer to Note 8 for additional information about the Company’s compliance with covenants.

EMPLOYEE BENEFIT PLANS

3 Months Ended

Mar. 27, 2021

Compensation And Retirement Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

NOTE 10. EMPLOYEE BENEFIT PLANS

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS – NORTH AMERICA

The components of net periodic pension benefit for the Company’s North America pension plans are as follows:

	First Quarter
(In millions)	2021			2020
Service cost	$	—		$	—
Interest cost		5			7
Expected return on plan assets		(7	)		(8	)
Net periodic pension benefit	$	(2	)	$	(1	)

During the first quarter of 2021, $1 million of cash contributions were made to the North America pension plans. The Company expects to make additional cash contributions of approximately $1 million to the North America pension plans during the remainder of 2021.

PENSION PLAN – UNITED KINGDOM

The components of net periodic pension benefit for the Company’s pension plan in the United Kingdom (“UK”) are as follows:

	First Quarter
(In millions)	2021			2020
Service cost	$	—		$	—
Interest cost		1			1
Expected return on plan assets		(1	)		(1	)
Net periodic pension benefit	$	—		$	—

The UK pension plan is in a net asset position. During the first quarter of 2021, cash contributions of $1 million were made to the UK pension plan. The Company is required to make an additional cash contribution of $1 million to the UK pension plan during the remainder of 2021.

Net periodic pension benefits for the North America and UK pension plans and other postretirement benefit plans (the “Plans”) are recorded at the Corporate level. The service cost for the Plans are reflected in Selling, general and administrative expenses, and the other components of net periodic pension benefits are reflected in Other income, net, in the Condensed Consolidated Statements of Operations.

- Definition

The entire disclosure for retirement benefits.

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+ Details

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 27, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 11. FAIR VALUE MEASUREMENTS

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 under current market conditions. 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.

RECURRING FAIR VALUE MEASUREMENTS

In accordance with GAAP, certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company’s assets and liabilities that are adjusted to fair value on a recurring basis are money market funds that qualify as cash equivalents, and derivative financial instruments, which may be entered into to mitigate risks associated with changes in foreign currency exchange rates, fuel and other commodity prices and interest rates. Amounts associated with derivative instruments were not significant.

NONRECURRING FAIR VALUE MEASUREMENTS

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. In the first quarter of 2021, the Company recognized asset impairment charges of $12 million. Of the asset impairment charges in the first quarter of 2021, $10 million was related to impairment of operating lease right-of-use (“ROU”) assets associated with the Company’s retail store locations, and the remainder was related to impairment of fixed assets. All impairment charges discussed in the sections below are presented in Asset impairments in the Condensed Consolidated Statements of Operations.

The Company regularly reviews retail store assets for impairment indicators at the individual store level, as this represents the lowest level of identifiable cash flows. When indicators of impairment are present, a recoverability analysis is performed which considers the estimated undiscounted cash flows over the retail store’s remaining life and uses input from retail operations and accounting and finance personnel. These inputs include management’s best estimates of retail store-level sales, gross margins, direct expenses, exercise of future lease renewal options when reasonably certain to be exercised, and resulting cash flows, by their nature, include judgments about how current initiatives will impact future performance. The assumptions used within the recoverability analysis for the retail stores were updated to consider current quarter retail store operational results and formal plans for future retail store closures as part of the Company’s restructuring programs, including the probability of closure at the retail store level. While it is generally understood that closures will approximate the store’s lease termination date, it is possible that changes in store performance or other conditions could result in future changes in assumptions utilized. These assumptions reflected declining sales over the forecast period, and gross margin and operating cost assumptions that are consistent with recent actual results and consider plans for future initiatives. The Company also analyzed the impact of the COVID-19 pandemic on store asset recoverability. Due to the nature of products sold, the retail stores were considered to be essential by most local jurisdictions and as a result, the substantial majority of these retail stores have remained open and operational with the appropriate safety measures in place since the beginning of the COVID-19 outbreak, including a curbside pickup option. Since late in the first quarter of 2020, the Company has temporarily reduced retail location hours by two hours daily, which continues to be in effect at the majority of its retail locations. The Company’s recoverability assessment included evaluating the impact of these developments.

If the undiscounted cash flows of a retail store cannot support the carrying amount of its assets, the assets are impaired if necessary and written down to estimated fair value. The fair value of retail store assets is determined using a discounted cash flow analysis which uses Level 2 unobservable inputs that are corroborated by market data such as independent real estate valuation opinions. Specifically, the analysis uses assumptions of potential rental rates for each retail store location which are based on market data for comparable locations. These estimated cash flows used in the first quarter of 2021 impairment calculation were discounted at a weighted average discount rate of 8%.

The Company will continue to evaluate initiatives to improve performance and lower operating costs. There is uncertainty regarding the impact of the COVID-19 pandemic on the future results of operations, including the forecast period used in the recoverability analysis. To the extent that forward-looking sales and operating assumptions are not achieved and are subsequently reduced, additional impairment charges may result. However, at the end of the first quarter of 2021, the impairment recognized reflects the Company’s best estimate of future performance.

In addition to its retail store assets, the Company also regularly evaluates whether there are impairment indicators associated with its other long-lived assets, including those related to the CompuCom and Contract reporting units which were negatively impacted by the COVID-19 pandemic, as discussed in Note 5. The Company did not identify any impairment indicators for these long-lived assets as of March 27, 2021 and as a result there were no associated impairment charges.

OTHER FAIR VALUE DISCLOSURES

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 27,				December 26,
	2021				2020
	Carrying		Fair		Carrying		Fair
(In millions)	Amount		Value		Amount		Value
Financial assets:
Company-owned life insurance		138		138		147		147
Financial liabilities:
Long-term debt:
New Facilities loans under the Third Amended Credit Agreement, due 2025		100		100		100		100
Revenue bonds, due in varying amounts periodically through 2029		176		177		176		177
American & Foreign Power Company, Inc. 5% debentures, due 2030		15		15		15		14

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

•

Company-owned life insurance: In connection with the 2013 OfficeMax merger, the Company acquired company-owned life insurance policies on certain former employees. The fair value of the company-owned life insurance policies is derived using determinable net cash surrender value, which is the cash surrender value less any outstanding loans (Level 2 measure).

•

Long-term debt: Long-term debt, for which there were no transactions on the measurement date, was valued based on quoted market prices near the measurement date when available or by discounting the future cash flows of each instrument using rates based on the most recently observable trade or using rates currently offered to the Company for similar debt instruments of comparable maturities (Level 2 measure). The carrying amount of the New Facilities loans under the Third Amended Credit Agreement approximates fair value because the interest rates vary with market interest rates. Refer to Note 8 for additional information about the Third Amended Credit Agreement.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 27, 2021

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12. 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 review 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.

On March 1, 2021, certain IT systems of CompuCom were affected by a malware incident which negatively impacted some services that CompuCom provides to certain of its customers. Since the malware incident, CompuCom has made significant progress in restoring operations and service delivery to its customers. While CompuCom has made significant progress in remediating its systems that were directly affected by the malware, CompuCom experienced down time due to temporarily suspending certain services to certain customers and as a result, had loss of service revenue of $3 million in the first quarter of 2021. The Company estimates that the total loss of service revenue due to the malware incident will be between $5 million and $8 million. In addition, the Company expects to incur expenses of up to $20 million, of which $10 million was accrued through the first quarter of 2021. These expense estimates are primarily related to CompuCom’s efforts to restore service delivery to impacted customers, costs to investigate and remediate the incident, increased expenditures for cyber protection, legal and other professional services related thereto, and to address certain other matters resulting from the incident. The Company carries insurance, including cyber insurance, which it believes to be commensurate with the Company’s size and the nature of its operations and expects that a portion of these costs may be covered by insurance.

Certain CompuCom services were not impacted by the malware incident, and CompuCom continued to deliver certain services to those customers throughout March. CompuCom was able to substantially restore delivery capabilities as of March 17, 2021, and has restored its service delivery to substantially all of its customers as of the end of March 2021. As a part of the restoration efforts, CompuCom has taken actions to efficiently and securely restore service delivery to its customers while hardening its systems with enhanced security measures and advanced anti-malware agents.

The Company is continuing to analyze the incident. That analysis could ultimately reveal that additional information was revealed or compromised. The Company will continue to evaluate information as it becomes known and will record an estimate for losses when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Further, the Company may become subject to regulatory enforcement actions and litigation that could result in financial judgments or the payment of settlement amounts, and disputes with insurance carriers concerning coverage.

In addition to the foregoing, OfficeMax is named as 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 27, 2021, 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 liabilities, the Company’s estimated range of reasonably possible losses was approximately $15 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 financial position, results of operations or cash flows.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 27, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

In May 2021, the Company’s Board of Directors unanimously approved a plan to pursue a separation of the Company into two independent, publicly traded companies, expected to be structured as a tax-free spin-off of the Company’s B2B related operations, as further described below. Each company is expected to have a unique and highly focused strategy and investment profile, as follows:

•

ODP – a leading provider of retail consumer and small business products and services distributed via approximately 1,100 Office Depot and OfficeMax retail locations and an eCommerce presence, officedepot.com; and

•

NewCo – a leading B2B solutions provider serving small, medium and enterprise level companies, mainly consisting of the contract sales channel of the Business Solutions Division, which includes operations in Canada and the independent regional office supply distribution businesses within the U.S. that the Company has been acquiring since 2017. NewCo will also own the newly formed B2B digital platform technology business, including BuyerQuest, as well as the Company’s global sourcing office, and its other sourcing, supply chain and logistics assets.

The separation is expected to allow ODP and NewCo to pursue market opportunities, accelerate growth and improve value for shareholders and stakeholders. While ODP and NewCo will be separate, independent companies, they will share commercial agreements that will allow them to continue to leverage scale benefits in such areas as product sourcing and supply chain.

The separation is expected to occur through a tax-free stock dividend of shares of NewCo to ODP’s shareholders as of a record date to be determined by the Company’s board of directors, after which ODP shareholders will own 100% of the equity in both of the publicly traded companies. The separation is intended to be completed during the first half of 2022, subject to customary conditions, including final approval by the Company’s Board of Directors, opinions from tax counsel and a favorable ruling by the IRS on the tax-free nature of the transaction to the Company and to its shareholders, the filing and effectiveness of a registration statement with the U.S. Securities and Exchange Commission, the approved listing of NewCo’s common stock on a national securities exchange and the completion of any necessary financings. There can be no assurances regarding the ultimate timing of the separation or that the transaction will be completed.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 27, 2021

Accounting Policies [Abstract]

Basis of Presentation

BASIS OF PRESENTATION

At March 27, 2021, the Company had three reportable segments (or “Divisions”): Business Solutions Division, Retail Division and CompuCom Division.

Cash Management

CASH MANAGEMENT

At March 27, 2021 and December 26, 2020, cash and cash equivalents held outside the United States amounted to $144 million and $159 million, respectively.

New Accounting Standards

NEW ACCOUNTING STANDARDS

Standards that were adopted:

Revenue Recognition

PRODUCTS AND SERVICES REVENUE

The following table provides information about disaggregated revenue by Division, and major products and services categories.

	First Quarter of 2021
(In millions)	Business Solutions Division		Retail Division		CompuCom Division		Other			Total
Major products and services categories
Products
Supplies	$	574	$	361	$	—	$	2		$	937
Technology		309		439		49		—			797
Furniture and other		175		138		—		4			317
Services
Technology		—		6		146		(2	)		150
Copy, print, and other		69		95		1		—			165
Total	$	1,127	$	1,039	$	196	$	4		$	2,366

	First Quarter of 2020
(In millions)	Business Solutions Division		Retail Division		CompuCom Division		Other			Total
Major products and services categories
Products
Supplies	$	754	$	420	$	—	$	2		$	1,176
Technology		317		482		63		—		$	862
Furniture and other		176		122		—		1		$	299
Services
Technology		—		9		169		(3	)	$	175
Copy, print, and other		87		123		3		—		$	213
Total	$	1,334	$	1,156	$	235	$	—		$	2,725

Products revenue includes the sale of:

•

Supplies such as paper, writing instruments, office supplies, cleaning and breakroom items, and personal protective equipment;

•

Technology related products such as toner and ink, printers, computers, tablets and accessories, and electronic storage; and

•

Furniture and other products such as desks, seating, and luggage.

Services revenue includes the sale of:

•

Revenue Recognition and Significant Judgments

REVENUE RECOGNITION AND SIGNIFICANT JUDGMENTS

Contract Balances

CONTRACT BALANCES

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

	March 27,		December 26,
(In millions)	2021		2020
Trade receivables, net	$	548	$	501
Short-term contract assets		17		15
Long-term contract assets		14		15
Short-term contract liabilities		55		50
Long-term contract liabilities		3		4

Costs to Obtain a Contract

COSTS TO OBTAIN A CONTRACT

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (d)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

+ Details

MERGER, RESTRUCTURING AND OTHER ACTIVITY (Tables)

3 Months Ended

Mar. 27, 2021

Merger Restructuring And Other Activity [Abstract]

Summary of Major Components of Merger, Restructuring and Other Operating Expenses, Net

The table below summarizes the major components of Merger, restructuring and other operating expenses, net.

	First Quarter
(In millions)	2021		2020
Merger and transaction related expenses
Transaction and integration	$	1	$	7
Total Merger and transaction related expenses		1		7
Restructuring expenses
Severance		1		—
Professional fees		1		6
Facility closure, contract termination, and other expenses, net		9		3
Total Restructuring expenses		11		9
Other operating expenses
Professional fees		2		—
Total Other operating expenses		2		—
Total Merger, restructuring and other operating expenses, net	$	14	$	16

Facility Closure and Severance Costs

	Balance as of							Balance as of
	December 26,		Charges		Cash			March 27,
(In millions)	2020		Incurred		Payments			2021
Termination benefits:
Maximize B2B Restructuring Plan		30		—		(2	)		28
Business Acceleration Program		8		—		—			8
Lease and contract obligations, accruals for facilities closures and other costs:
Merger-related accruals		1		—		—			1
Maximize B2B Restructuring Plan		10		5		(3	)		12
Business Acceleration Program		1		—		(1	)		—
Comprehensive Business Review		2		—		—			2
CompuCom strategic alternatives review		—		1		—			1
USR Parent, Inc. proposals		—		1		—			1
Total	$	52	$	7	$	(6	)	$	53

REVENUE RECOGNITION (Tables)

3 Months Ended

Mar. 27, 2021

Revenue From Contract With Customer [Abstract]

Summary of Disaggregated Revenue by Division, Major Product and Service Categories

The following table provides information about disaggregated revenue by Division, and major products and services categories.

	First Quarter of 2021
(In millions)	Business Solutions Division		Retail Division		CompuCom Division		Other			Total
Major products and services categories
Products
Supplies	$	574	$	361	$	—	$	2		$	937
Technology		309		439		49		—			797
Furniture and other		175		138		—		4			317
Services
Technology		—		6		146		(2	)		150
Copy, print, and other		69		95		1		—			165
Total	$	1,127	$	1,039	$	196	$	4		$	2,366

	First Quarter of 2020
(In millions)	Business Solutions Division		Retail Division		CompuCom Division		Other			Total
Major products and services categories
Products
Supplies	$	754	$	420	$	—	$	2		$	1,176
Technology		317		482		63		—		$	862
Furniture and other		176		122		—		1		$	299
Services
Technology		—		9		169		(3	)	$	175
Copy, print, and other		87		123		3		—		$	213
Total	$	1,334	$	1,156	$	235	$	—		$	2,725

Summary of Receivables, Contract Assets and Contract Liabilities from Contracts with Customers

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

	March 27,		December 26,
(In millions)	2021		2020
Trade receivables, net	$	548	$	501
Short-term contract assets		17		15
Long-term contract assets		14		15
Short-term contract liabilities		55		50
Long-term contract liabilities		3		4

SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 27, 2021

Segment Reporting [Abstract]

Summary of Significant Accounts and Balances by Each Divisions and Other

The following is a summary of sales and operating income (loss) by each of the Divisions and Other, reconciled to consolidated totals.

	Sales
	First Quarter
(In millions)	2021		2020
Business Solutions Division	$	1,127	$	1,334
Retail Division		1,039		1,156
CompuCom Division		196		235
Other		4		—
Total	$	2,366	$	2,725

	Division Operating Income (Loss)
	First Quarter
(In millions)	2021			2020
Business Solutions Division	$	17		$	40
Retail Division		100			87
CompuCom Division		(1	)		3
Other		—			—
Total	$	116		$	130

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)	2021			2020
Total Divisions operating income	$	116		$	130
Add/(subtract):
Asset impairments		(12	)		(12	)
Merger, restructuring and other operating expenses, net		(14	)		(16	)
Unallocated expenses		(35	)		(22	)
Interest income		—			3
Interest expense		(7	)		(18	)
Other income, net		11			1
Income before income taxes	$	59		$	66

Schedule of Goodwill by Segment

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

	Business Solutions		Retail		CompuCom
(In millions)	Division		Division		Division		Other		Total
Balance as of December 26, 2020	$	316	$	78	$	215	$	—	$	609
Acquisitions		1		—		—		67		68
Balance as of March 27, 2021	$	317	$	78	$	215	$	67	$	677

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 27, 2021

Earnings Per Share [Abstract]

Calculation of Earnings Per Common Share

	First Quarter
(In millions, except per share amounts)	2021		2020
Basic Earnings Per Share
Numerator:
Net income	$	53	$	45
Denominator:
Weighted-average shares outstanding		53		53
Basic earnings per share	$	0.99	$	0.86
Diluted Earnings Per Share
Numerator:
Net income	$	53	$	45
Denominator:
Weighted-average shares outstanding		53		53
Effect of dilutive securities:
Stock options and restricted stock		3		1
Diluted weighted-average shares outstanding		56		54
Diluted earnings per share	$	0.95	$	0.84

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 27, 2021

Equity [Abstract]

Accumulated Other Comprehensive Loss Activity, Net of Tax

Accumulated other comprehensive loss activity, net of tax, where applicable, is provided in the following table:

	Foreign			Change in
	Currency			Deferred
	Translation			Pension and
(In millions)	Adjustments			Other			Total
Balance at December 26, 2020	$	(27	)	$	(5	)	$	(32	)
Other comprehensive income activity		5			—			5
Balance at March 27, 2021	$	(22	)	$	(5	)	$	(27	)

EMPLOYEE BENEFIT PLANS (Tables)

3 Months Ended

Mar. 27, 2021

Compensation And Retirement Disclosure [Abstract]

Components of Net Periodic Pension Benefit

The components of net periodic pension benefit for the Company’s North America pension plans are as follows:

	First Quarter
(In millions)	2021			2020
Service cost	$	—		$	—
Interest cost		5			7
Expected return on plan assets		(7	)		(8	)
Net periodic pension benefit	$	(2	)	$	(1	)

The components of net periodic pension benefit for the Company’s pension plan in the United Kingdom (“UK”) are as follows:

	First Quarter
(In millions)	2021			2020
Service cost	$	—		$	—
Interest cost		1			1
Expected return on plan assets		(1	)		(1	)
Net periodic pension benefit	$	—		$	—

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 27, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets and Liabilities

The following table presents information about financial instruments at the balance sheet dates indicated.

	March 27,				December 26,
	2021				2020
	Carrying		Fair		Carrying		Fair
(In millions)	Amount		Value		Amount		Value
Financial assets:
Company-owned life insurance		138		138		147		147
Financial liabilities:
Long-term debt:
New Facilities loans under the Third Amended Credit Agreement, due 2025		100		100		100		100
Revenue bonds, due in varying amounts periodically through 2029		176		177		176		177
American & Foreign Power Company, Inc. 5% debentures, due 2030		15		15		15		14

Summary of Significant Accounting Policies - Additional Information (Detail)		3 Months Ended
	May 11, 2020	Mar. 27, 2021 USD ($) Store Segment	Dec. 26, 2020 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of retail stores \| Store		1,146
Number of reportable segments \| Segment		3
Reverse stock split	1-for-10
Reverse stock split ratio	0.1
Accounts payable and accrued expenses and other current liabilities not yet presented for payment		$ 12,000,000	$ 23,000,000
Cash and cash equivalents		$ 753,000,000	729,000,000
Accounting Standards Update 2017-07
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted		true
Change in accounting principle, accounting standards update, adoption date		Dec. 27, 2020
Change in accounting principle, accounting standards update, immaterial effect		true
Accounting Standards Update 2015-17
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted		true
Change in accounting principle, accounting standards update, adoption date		Dec. 27, 2020
Change in accounting principle, accounting standards update, immaterial effect		true
Prepaid Expenses and Other Current Assets
Summary Of Significant Accounting Policies [Line Items]
Restricted cash		$ 0	0
Non-US
Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents		$ 144,000,000	$ 159,000,000

Acquisitions - Additional Information (Detail) $ in Millions		3 Months Ended
	Jan. 29, 2021 USD ($) shares	Mar. 27, 2021 USD ($) Business	Dec. 26, 2020 USD ($)
Business Acquisition, Acquisition Related Costs [Line Items]
Goodwill		$ 677	$ 609
Buyer Quest
Business Acquisition, Acquisition Related Costs [Line Items]
Goodwill	$ 67
Buyer Quest \| Technology Intangible Assets
Business Acquisition, Acquisition Related Costs [Line Items]
Intangible assets acquired	$ 6
United States
Business Acquisition, Acquisition Related Costs [Line Items]
Business combination consideration transferred		$ 2
Number of business acquired \| Business		1
Goodwill		$ 1
United States \| Buyer Quest
Business Acquisition, Acquisition Related Costs [Line Items]
Date of acquisition	Jan. 29, 2021
Business combination consideration transferred	$ 71
Business combination consideration transferred payments with cash on hand and issuance of shares of common stock	61
Cash on hand	$ 26
Business combination issuance of shares of common stock \| shares	827,498
BusinessCombinationContingentConsiderationLiabilityPaymentPeriod	2 years
United States \| Buyer Quest \| Maximum
Business Acquisition, Acquisition Related Costs [Line Items]
Contingent consideration, liability, amount recognized	$ 10

Summary of Major Components of Merger and Restructuring Expenses, Net (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Merger and transaction related expenses
Transaction and integration	$ 1	$ 7
Total Merger and transaction related expenses	1	7
Restructuring expenses
Severance	1
Professional fees	1	6
Facility closure, contract termination, and other expenses, net	9	3
Total Restructuring expenses	11	9
Other operating expenses
Professional fees	2
Total Other operating expenses	2
Total Merger, restructuring and other operating expenses, net	$ 14	$ 16

Merger, Restructuring and Other Activity - Additional Information (Detail) $ in Millions	1 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	May 31, 2020 USD ($) Employee	Mar. 27, 2021 USD ($) Store Proposal	Mar. 28, 2020 USD ($)	Mar. 27, 2021 USD ($)	Dec. 26, 2020 Store Facility
Merger Restructuring And Other Activity [Line Items]
Transaction and integration expenses		$ 1	$ 7
Costs to implement restructuring plan		7
Restructuring cash expenditure		6
Professional fees		1	$ 6
USR Parent, Inc.
Merger Restructuring And Other Activity [Line Items]
Professional fees		$ 1
Number of proposal received \| Proposal		2
Proposal received to acquire issued and outstanding stock or certain assets in percentage		100.00%
Maximize B2B Restructuring Plan
Merger Restructuring And Other Activity [Line Items]
Costs to implement restructuring plan		$ 11		$ 92
Number of retail stores closed \| Store		7			70
Number of distribution facilities closed \| Facility					2
Restructuring cash expenditure		$ 5
Maximize B2B Restructuring Plan \| Cash Expenditures
Merger Restructuring And Other Activity [Line Items]
Costs to implement restructuring plan				$ 33
Maximize B2B Restructuring Plan \| Severance Costs
Merger Restructuring And Other Activity [Line Items]
Costs to implement restructuring plan	$ 55	1
Maximize B2B Restructuring Plan \| Retail Store and Facility Closure Costs
Merger Restructuring And Other Activity [Line Items]
Costs to implement restructuring plan	51	9
Maximize B2B Restructuring Plan \| Other Costs Including Contract Termination Costs
Merger Restructuring And Other Activity [Line Items]
Costs to implement restructuring plan	$ 37	5
Restructuring cash expenditure		3
Maximize B2B Restructuring Plan \| Third-Party Professional Fees
Merger Restructuring And Other Activity [Line Items]
Costs to implement restructuring plan		1
Maximize B2B Restructuring Plan \| Maximum
Merger Restructuring And Other Activity [Line Items]
Number of expected reduction in employee position \| Employee	13,100
Costs to implement restructuring plan	$ 143
Maximize B2B Restructuring Plan \| Maximum \| Cash Expenditures
Merger Restructuring And Other Activity [Line Items]
Costs to implement restructuring plan	$ 143
CompuCom Strategic Alternatives Review
Merger Restructuring And Other Activity [Line Items]
Professional fees		1
CompuCom Strategic Alternatives Review \| Other Costs Including Contract Termination Costs
Merger Restructuring And Other Activity [Line Items]
Costs to implement restructuring plan		$ 1

Severance and Facility Closure Costs (Detail) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	11 Months Ended
	May 31, 2020	Mar. 27, 2021	Mar. 27, 2021
Restructuring Cost and Reserve [Line Items]
Beginning Balance		$ 52
Charges Incurred		7
Cash Payments		(6)
Ending Balance		53	$ 53
Maximize B2B Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Charges Incurred		11	92
Cash Payments		(5)
Termination Benefits \| Maximize B2B Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Beginning Balance		30
Cash Payments		(2)
Ending Balance		28	28
Termination Benefits \| Business Acceleration Program
Restructuring Cost and Reserve [Line Items]
Beginning Balance		8
Ending Balance		8	8
Lease and contract obligations, accruals for facilities closures and other costs \| Maximize B2B Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Beginning Balance		10
Charges Incurred	$ 37	5
Cash Payments		(3)
Ending Balance		12	12
Lease and contract obligations, accruals for facilities closures and other costs \| Business Acceleration Program
Restructuring Cost and Reserve [Line Items]
Beginning Balance		1
Cash Payments		(1)
Lease and contract obligations, accruals for facilities closures and other costs \| Merger related accruals
Restructuring Cost and Reserve [Line Items]
Beginning Balance		1
Ending Balance		1	1
Lease and contract obligations, accruals for facilities closures and other costs \| Comprehensive Business Review
Restructuring Cost and Reserve [Line Items]
Beginning Balance		2
Ending Balance		2	2
Lease and contract obligations, accruals for facilities closures and other costs \| CompuCom Strategic Alternatives Review
Restructuring Cost and Reserve [Line Items]
Charges Incurred		1
Ending Balance		1	1
Lease and contract obligations, accruals for facilities closures and other costs \| USR Parent, Inc. Proposals
Restructuring Cost and Reserve [Line Items]
Charges Incurred		1
Ending Balance		$ 1	$ 1

Summary of Disaggregated Revenue by Division, Major Product and Service Categories (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Disaggregation Of Revenue [Line Items]
Total sales	$ 2,366	$ 2,725
Products, Supplies
Disaggregation Of Revenue [Line Items]
Total sales	937	1,176
Products, Technology
Disaggregation Of Revenue [Line Items]
Total sales	797	862
Products, Furniture and Other
Disaggregation Of Revenue [Line Items]
Total sales	317	299
Services, Technology
Disaggregation Of Revenue [Line Items]
Total sales	150	175
Services, Copy Print and Other
Disaggregation Of Revenue [Line Items]
Total sales	165	213
Business Solutions Division
Disaggregation Of Revenue [Line Items]
Total sales	1,127	1,334
Business Solutions Division \| Products, Supplies
Disaggregation Of Revenue [Line Items]
Total sales	574	754
Business Solutions Division \| Products, Technology
Disaggregation Of Revenue [Line Items]
Total sales	309	317
Business Solutions Division \| Products, Furniture and Other
Disaggregation Of Revenue [Line Items]
Total sales	175	176
Business Solutions Division \| Services, Copy Print and Other
Disaggregation Of Revenue [Line Items]
Total sales	69	87
Retail Division
Disaggregation Of Revenue [Line Items]
Total sales	1,039	1,156
Retail Division \| Products, Supplies
Disaggregation Of Revenue [Line Items]
Total sales	361	420
Retail Division \| Products, Technology
Disaggregation Of Revenue [Line Items]
Total sales	439	482
Retail Division \| Products, Furniture and Other
Disaggregation Of Revenue [Line Items]
Total sales	138	122
Retail Division \| Services, Technology
Disaggregation Of Revenue [Line Items]
Total sales	6	9
Retail Division \| Services, Copy Print and Other
Disaggregation Of Revenue [Line Items]
Total sales	95	123
CompuCom Division
Disaggregation Of Revenue [Line Items]
Total sales	196	235
CompuCom Division \| Products, Technology
Disaggregation Of Revenue [Line Items]
Total sales	49	63
CompuCom Division \| Services, Technology
Disaggregation Of Revenue [Line Items]
Total sales	146	169
CompuCom Division \| Services, Copy Print and Other
Disaggregation Of Revenue [Line Items]
Total sales	1	3
Other
Disaggregation Of Revenue [Line Items]
Total sales	4
Other \| Products, Supplies
Disaggregation Of Revenue [Line Items]
Total sales	2	2
Other \| Products, Furniture and Other
Disaggregation Of Revenue [Line Items]
Total sales	4	1
Other \| Services, Technology
Disaggregation Of Revenue [Line Items]
Total sales	$ (2)	$ (3)

Revenue Recognition - Additional Information (Detail)	3 Months Ended
Revenue Recognition - Additional Information (Detail)	Mar. 27, 2021 USD ($) Segment	Mar. 28, 2020 USD ($)	Dec. 26, 2020 USD ($)
Revenue From Contract With Customer [Line Items]
Number of reportable segments \| Segment	3
Deferred revenue related to loyalty programs	$ 55,000,000		$ 50,000,000
Revenue recognition included in short-term contract liabilities	22,000,000	$ 18,000,000
Recognition of contract assets as a result of business combination	0	0
Recognition of contract liabilities as a result of business combination	2,000,000	0
Significant adjustment to revenue from performance obligations	0	0
Contract with customer, asset, reclassified to receivable	0	0
Capitalized acquisition cost	31,000,000		30,000,000
Capitalized contract cost, amortization	6,000,000	7,000,000
Impairment charges related to contract assets	12,000,000	12,000,000
Contract Assets
Revenue From Contract With Customer [Line Items]
Impairment charges related to contract assets	0	$ 0
Accrued Expenses and Other Current Liabilities
Revenue From Contract With Customer [Line Items]
Deferred revenue related to loyalty programs	$ 11,000,000		$ 12,000,000

Summary of Receivables, Contract Assets and Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Contract With Customer Asset And Liability [Abstract]
Trade receivables, net	$ 548	$ 501
Short-term contract assets	17	15
Long-term contract assets	14	15
Short-term contract liabilities	55	50
Long-term contract liabilities	$ 3	$ 4

Segment Information - Additional Information (Detail)	3 Months Ended
Segment Information - Additional Information (Detail)	Mar. 27, 2021 USD ($) Segment	Mar. 28, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment	3
Number of operating segments \| Segment	3
CompuCom Division and Contract Reporting Unit
Segment Reporting Information [Line Items]
Carrying value in excess of fair value for reporting unit, percentage	12.00%
BuyerQuest Acquisition
Segment Reporting Information [Line Items]
Date of acquisition	Jan. 29, 2021
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues \| $	$ 4,000,000	$ 4,000,000
Operating Segments \| CompuCom Division and Contract Reporting Unit \| Trade Name
Segment Reporting Information [Line Items]
Indefinite-lived intangible asset, impairment charge \| $	$ 0

Reconciliation of Revenue from Segments to Consolidated (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Segment Reporting Information [Line Items]
Sales	$ 2,366	$ 2,725
Business Solutions Division
Segment Reporting Information [Line Items]
Sales	1,127	1,334
Retail Division
Segment Reporting Information [Line Items]
Sales	1,039	1,156
CompuCom Division
Segment Reporting Information [Line Items]
Sales	196	$ 235
Other
Segment Reporting Information [Line Items]
Sales	$ 4

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

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+ Details

Division Operating Income (Loss) (Detail) - Operating Segments - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Division Operating Income (Loss)	$ 116	$ 130
Business Solutions Division
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Division Operating Income (Loss)	17	40
Retail Division
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Division Operating Income (Loss)	100	87
CompuCom Division
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Division Operating Income (Loss)	$ (1)	$ 3

Reconciliation of Measure of Division Operating Income to Consolidated Income Before Income Taxes (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Segment Reporting Information [Line Items]
Total Divisions operating income	$ 55	$ 80
Asset impairments	(12)	(12)
Merger, restructuring and other operating expenses, net	(14)	(16)
Unallocated expenses	(35)	(22)
Interest income		3
Interest expense	(7)	(18)
Other income, net	11	1
Income before income taxes	59	66
Operating Segments
Segment Reporting Information [Line Items]
Total Divisions operating income	$ 116	$ 130

Schedule of Goodwill by Segment (Detail) $ in Millions	3 Months Ended
Schedule of Goodwill by Segment (Detail) $ in Millions	Mar. 27, 2021 USD ($)
Goodwill [Line Items]
Balance as of December 26, 2020	$ 609
Acquisitions	68
Balance as of March 27, 2021	677
Operating Segments \| Business Solutions Division
Goodwill [Line Items]
Balance as of December 26, 2020	316
Acquisitions	1
Balance as of March 27, 2021	317
Operating Segments \| Retail Division
Goodwill [Line Items]
Balance as of December 26, 2020	78
Balance as of March 27, 2021	78
Operating Segments \| CompuCom Division
Goodwill [Line Items]
Balance as of December 26, 2020	215
Balance as of March 27, 2021	215
Operating Segments \| Other
Goodwill [Line Items]
Acquisitions	67
Balance as of March 27, 2021	$ 67

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation, at federal statutory income tax rate, percent	21.00%
Effective tax rate	10.00%	32.00%
Decrease related to current year tax positions	$ 1

Earnings Per Share - Additional Information (Detail) shares in Millions		3 Months Ended
	May 11, 2020	Mar. 27, 2021 shares	Mar. 28, 2020 shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Reverse stock split	1-for-10
Reverse stock split ratio	0.1
Nonvested Stock Options and Shares \| Maximum
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Shares excluded from computation of diluted earnings per share		1	1

Calculation of Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Basic Earnings Per Share
Net income	$ 53	$ 45
Weighted-average shares outstanding	53	53
Basic earnings per share	$ 0.99	$ 0.86
Diluted Earnings Per Share
Net income	$ 53	$ 45
Weighted-average shares outstanding	53	53
Stock options and restricted stock	3	1
Diluted weighted-average shares outstanding	56	54
Diluted earnings per share	$ 0.95	$ 0.84

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Debt - Additional Information (Detail) - Third Amended and Restated Credit Agreement - USD ($)	Apr. 17, 2020	Mar. 27, 2021
Debt Instrument [Line Items]
Maximum borrowing capacity under credit facility	$ 1,300,000,000
Maturity date of debt	Apr. 17, 2025
Available credit under the facility		$ 946,000,000
Revolving loans outstanding		0
Asset-based Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity under credit facility	$ 1,200,000,000
Asset-based First-in, Last-out Term Loan Facility
Debt Instrument [Line Items]
Maximum borrowing capacity under credit facility	$ 100,000,000
Borrowing under credit facility		100,000,000
Standby Letter of Credit
Debt Instrument [Line Items]
Borrowing under credit facility		$ 54,000,000

Accumulated Other Comprehensive Loss Activity, Net of Tax (Detail) $ in Millions	3 Months Ended
	Mar. 27, 2021 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	$ 1,880
Balance	1,960
Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	(27)
Other comprehensive income activity	5
Balance	(22)
Change in Deferred Pension and Other
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	(5)
Balance	(5)
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	(32)
Other comprehensive income activity	5
Balance	$ (27)

- Definition

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

+ References + Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Stockholders' Equity - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 27, 2021	Mar. 28, 2020	Sep. 26, 2020	May 31, 2021	Dec. 26, 2020	Nov. 06, 2019	Nov. 30, 2018
Shareholders Equity [Line Items]
Stock repurchase program, temporarily suspended month and year			2020-05
Stock repurchase program, shares purchased	0
Stock repurchase program, shares purchased at cost		$ 30,000,000
Stock repurchase program, remaining authorized repurchase amount	$ 130,000,000
Treasury stock, shares	9,857,193				9,857,193
Dividends payable, temporarily suspended month and year	2020-05
Maximum
Shareholders Equity [Line Items]
Stock repurchase program, authorized amount						$ 200,000,000	$ 100,000,000
Maximum \| Scenario Forecast
Shareholders Equity [Line Items]
Stock repurchase program, authorized amount				$ 300,000,000

Components of Net Periodic Pension Benefit (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
North America
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 5	$ 7
Expected return on plan assets	(7)	(8)
Net periodic pension benefit	(2)	(1)
United Kingdom
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	1	1
Expected return on plan assets	$ (1)	$ (1)

Employee Benefit Plans - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 27, 2021 USD ($)
North America
Defined Benefit Plan Disclosure [Line Items]
Pension and other postretirement contributions, current period	$ 1
Pension and other postretirement contributions, remainder of fiscal year	1
United Kingdom
Defined Benefit Plan Disclosure [Line Items]
Pension and other postretirement contributions, current period	1
Pension and other postretirement contributions, remainder of fiscal year	$ 1

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset impairment charges	$ 12	$ 12
Impairment of operating lease ROU assets	$ 10
Retail Stores \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Percentage used for analysis	8.00%

Schedule of Fair Value of Assets and Liabilities (Detail) - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Company-owned life insurance	$ 138	$ 147
Long-Term Debt \| New Facilities loans Under Third Amended Credit Agreement due 2025
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	100	100
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Company-owned life insurance	138	147
Carrying Amount \| Long-Term Debt \| New Facilities loans Under Third Amended Credit Agreement due 2025
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	100	100
Revenue bonds, due in varying amounts periodically through 2029 \| Long-Term Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	177	177
Revenue bonds, due in varying amounts periodically through 2029 \| Carrying Amount \| Long-Term Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	176	176
American & Foreign Power Company, Inc. 5% debentures, due 2030 \| Long-Term Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	15	14
American & Foreign Power Company, Inc. 5% debentures, due 2030 \| Carrying Amount \| Long-Term Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 15	$ 15

Schedule of Fair Value of Assets and Liabilities (Parenthetical) (Detail) - Long-Term Debt	3 Months Ended	12 Months Ended
	Mar. 27, 2021	Dec. 26, 2020
Carrying Amount \| New Facilities loans Under Third Amended Credit Agreement due 2025
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, due date	2025	2025
Carrying Amount \| Revenue bonds, due in varying amounts periodically through 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, due date	2029	2029
Carrying Amount \| American & Foreign Power Company, Inc. 5% debentures, due 2030
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, due date	2030	2030
Long-term debt, interest rate	5.00%	5.00%
Fair Value \| New Facilities loans Under Third Amended Credit Agreement due 2025
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, due date	2025	2025
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	2029	2029
Fair Value \| American & Foreign Power Company, Inc. 5% debentures, due 2030
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, due date	2030	2030
Long-term debt, interest rate	5.00%	5.00%

Commitments and Contingencies - Additional Information (Detail)	3 Months Ended
	Mar. 27, 2021 USD ($)
Commitments And Contingencies Disclosure [Line Items]
Loss of service revenue	$ 3,000,000
Maximum expenses expected to incur	20,000,000
Accrued expenses through first quarter of 2021	10,000,000
Minimum [Member]
Commitments And Contingencies Disclosure [Line Items]
Estimated total loss of service revenue	5,000,000
Losses for environmental liabilities	15,000,000
Maximum
Commitments And Contingencies Disclosure [Line Items]
Estimated total loss of service revenue	8,000,000
Losses for environmental liabilities	$ 25,000,000

Subsequent Events - Additional Information (Detail) - Scenario Forecast - Spin Off Transaction	1 Months Ended
	May 31, 2021 Location
Subsequent Event [Line Items]
Number of retail locations	1,100
Shareholders equity ownership percentage in newly formed companies	100.00%