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GOODWILL AND OTHER INTANGIBLE ASSETS
12 Months Ended
Dec. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

The components of goodwill by segment were as follows:

 

(In millions)

 

Balance as of December 31, 2022

 

 

Acquisitions

 

 

Impairments

 

 

Balance as of December 30, 2023

 

ODP Business Solutions Division

 

$

142

 

 

$

7

 

 

$

 

 

$

149

 

Office Depot Division

 

 

219

 

 

 

 

 

 

 

 

 

219

 

Veyer Division

 

 

35

 

 

 

 

 

 

 

 

 

35

 

Varis Division

 

 

68

 

 

 

 

 

 

(68

)

 

 

 

Total

 

$

464

 

 

$

7

 

 

$

(68

)

 

$

403

 

 

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 Company performed its fourth quarter 2023 annual goodwill impairment test using a quantitative assessment for its Varis reporting unit, and qualitative assessments for all other reporting units. The Varis reporting unit comprises the Varis Division. The quantitative assessment for Varis reporting unit indicated that its carrying amount exceeded its fair value, and resulted in an impairment charge of $68 million in the fourth quarter of 2023. This non-cash impairment charge is presented within the Asset impairments line for 2023 in the accompanying Consolidated Statements of Operations. At December 30, 2023, the Varis reporting unit does not have any remaining goodwill.

The fair value estimate for the Varis reporting unit was based on a blended analysis of the present value of future discounted cash flows and market value approach. The significant estimates used in the discounted cash flow model included the Company’s weighted average cost of capital, projected cash flows and the long-term rate of growth. Significant estimates in the market approach model included identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit.

The decline in the fair value of the Varis reporting unit has mainly resulted from changes to its projected revenue growth rates and timeline, which were finalized during the Company’s annual long-term planning process in the fourth quarter of 2023. The Varis reporting unit has been in operation since 2021, therefore the Company has less experience estimating the operating performance of this reporting unit. The Company’s expected revenue increase has been slower than anticipated due to the time required to ramp up activity for new customers. In addition, during its long-term planning process performed, the Company made adjustments to reduce its forecasted spend on Varis in 2024 and beyond, which further impacted expected revenue growth rates and their timing. These changes in critical assumptions related to the reporting unit resulted in a reduction in its estimated fair value.

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 value, resulting in additional goodwill impairment charges.

INDEFINITE-LIVED INTANGIBLE ASSETS

The Company had $13 million of trade names as of both December 30, 2023 and December 31, 2022. These indefinite-lived intangible assets are included in Other intangible assets, net in the Consolidated Balance Sheets. There were no impairments identified related to the trade names as part of the Company’s annual indefinite-lived intangible assets impairment test on the first day of fiscal month December in 2023.

DEFINITE INTANGIBLE ASSETS

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

 

 

 

December 30, 2023

 

(In millions)

 

Gross
Carrying Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying Amount

 

Customer relationships

 

$

126

 

 

$

(94

)

 

$

32

 

Technology

 

 

6

 

 

 

(6

)

 

 

 

Total

 

$

132

 

 

$

(100

)

 

$

32

 

 

 

 

December 31, 2022

 

(In millions)

 

Gross
Carrying Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying Amount

 

Customer relationships

 

$

122

 

 

$

(90

)

 

$

32

 

Technology

 

 

6

 

 

 

(5

)

 

 

1

 

Total

 

$

128

 

 

$

(95

)

 

$

33

 

 

Definite-lived intangible assets generally are amortized using the straight-line method. The remaining weighted average amortization periods for customer relationships is 10 years.

Amortization of intangible assets was $5 million in 2023, $9 million in 2022 and $9 million in 2021. Intangible assets amortization expenses are included in the Consolidated Statements of Operations in Selling, general and administrative expenses.

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

 

(In millions)

 

 

 

2024

 

$

4

 

2025

 

 

3

 

2026

 

 

4

 

2027

 

 

3

 

2028

 

 

3

 

Thereafter

 

 

15

 

Total

 

$

32

 

Definite-lived intangible assets are reviewed whenever events and circumstances indicate the carrying amount may not be recoverable and the remaining useful lives are appropriate. No impairment charges related to definite-lived intangible assets were recognized during 2023, 2022 and 2021.