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GOODWILL AND OTHER INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2022
Goodwill And Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

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 changes in reportable segments described in Note 3 also resulted in the change of the Company’s reporting units during the third quarter of 2022, where each reportable segment also represents a reporting unit. Goodwill was allocated to the new reporting units using their relative fair values. The Company performed a qualitative goodwill impairment assessment of its legacy reporting units immediately before the change and determined that it was more likely than not that the respective fair values of the legacy reporting units were greater than their respective carrying values. The Company also performed a quantitative goodwill impairment assessment of its current reporting units immediately after the change and determined the fair values of all reporting units exceeded their carrying amounts. There were no additions to goodwill during 2022. Changes in goodwill by segment were as follows:

 

(In millions)

 

Balance as of December 25, 2021

 

 

Allocation to New segment

 

 

Balance as of December 31, 2022

 

Business Solutions Division

 

$

318

 

 

$

(318

)

 

$

 

Retail Division

 

 

78

 

 

 

(78

)

 

 

 

ODP Business Solutions Division

 

 

 

 

 

142

 

 

 

142

 

Office Depot Division

 

 

 

 

 

219

 

 

 

219

 

Veyer Division

 

 

 

 

 

35

 

 

 

35

 

Varis Division

 

 

68

 

 

 

 

 

 

68

 

Total

 

$

464

 

 

$

 

 

$

464

 

The Company performed its fourth quarter 2022 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 segment. The quantitative assessment for Varis reporting unit combined the income approach and the market approach valuation methodologies and concluded that the fair value of this reporting unit exceeded its carrying amount.

The fair value of the Varis reporting unit exceeded its carrying amount by 21%. The Varis reporting unit has been in operation since 2021, therefore the Company has less experience estimating the operating performance of this reporting unit. Changes to the critical assumptions used to estimate the fair value of this reporting unit, including changes in projected revenue growth rates, gross margin or expenses may result in a different calculation of fair value that could lead to the recognition of impairment charges in future periods.

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 31, 2022 and December 25, 2021. 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 2022.  

DEFINITE INTANGIBLE ASSETS

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

 

 

 

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

 

 

 

 

December 25, 2021

 

(In millions)

 

Gross

Carrying Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying Amount

 

Customer relationships

 

$

122

 

 

$

(84

)

 

$

38

 

Technology

 

 

6

 

 

 

(2

)

 

 

4

 

Total

 

$

128

 

 

$

(86

)

 

$

42

 

 

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 $9 million in 2022, $9 million in 2021 and $6 million in 2020. 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)

 

 

 

 

2023

 

$

5

 

2024

 

 

3

 

2025

 

 

3

 

2026

 

 

3

 

2027

 

 

3

 

Thereafter

 

 

16

 

Total

 

$

33

 

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 2022, 2021 and 2020.