STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 10. STOCKHOLDERS’ EQUITY

PREFERRED STOCK

As of each of December 31, 2022, and December 25, 2021, there were 1,000,000 shares of $0.01 par value per share of preferred stock authorized; no shares were issued and outstanding.

TREASURY STOCK

In May 2021, the Board of Directors approved a stock repurchase program of up to $300 million, available through June 30, 2022. The Board of Directors reviewed the Company’s existing capital allocation programs in connection with the sale of CompuCom, and on December 31, 2021, authorized an additional $200 million for share repurchases under the then existing stock repurchase program, for a total authorization of $650 million. This stock repurchase program expired on June 30, 2022, and in July 2022, the Board of Directors approved a stock repurchase program of up to $600 million, available through June 30, 2024. In October 2022, the Board of Directors approved a new stock repurchase program of up to $1 billion, available through December 31, 2025 to replace the existing $600 million stock repurchase program effective November 3, 2022. The new authorization may be suspended or discontinued at any time. The exact timing of share repurchases will depend on market conditions and other factors, and will be funded through available cash balances.

On November 16, 2021, as part of the stock repurchase program that expired on June 30, 2022, the Company entered into an accelerated share repurchase agreement (“ASR”) to repurchase shares of the Company’s common stock in exchange for an up-front payment of $150 million and increased the authorization to $450 million. The ASR repurchase period ran through May 25, 2022, and the Company received 0.7 million shares of its common stock as the final settlement of the ASR in the second quarter of 2022. The Company repurchased 3.6 million shares of its common stock in total at an average price per share of $41.46 under the ASR. In July 2022, as part of the $600 million stock repurchase program, the Board of Directors approved a Dutch auction tender offer to repurchase up to $300 million worth of shares of its common stock, based on demand. Through this tender offer, the Company’s shareholders had the opportunity to tender some or all of their shares at a price within the range of $31.50 to $36.00 per share subject to the conditions set forth in the tender offer documents. The tender offer commenced on July 18, 2022 and expired on August 12, 2022. The Company repurchased 14 thousand shares under the tender offer at a cost of $1 million. The Company repurchased 6 million additional shares of its common stock, at a cost of $266 million, in the third and fourth quarters of 2022. As a result, the Company repurchased 7 million shares in 2022, including the final settlement of the ASR at a weighted average price of $41.21 per common share, for total consideration of $295 million. As of December 31, 2022, $847 million remains available for stock repurchases under the current stock repurchase program, after considering purchases made under the $1 billion authorization effective November 3, 2022. Subsequent to the end of fiscal 2022 and through February 22, 2023, the Company repurchased 2 million shares of its common stock at a cost of $100 million.

At December 31, 2022, there were 23 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

The Company did not declare any cash dividends in 2022. The Company does not anticipate declaring cash dividends in the foreseeable future. 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.

ACCUMULATED OTHER COMPREHENSIVE LOSS

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

(In millions)	Foreign Currency Translation Adjustments			Change in Deferred Pension			Total
Balance at December 25, 2021	$	(27	)	$	21		$	(6	)
Other comprehensive income activity before reclassifications		(18	)		(62	)		(80	)
Reclassification of foreign currency translation adjustments    realized upon disposal of business		6						6
Tax impact		—			3			3
Total other comprehensive income, net of tax, where applicable		(12	)		(59	)		(71	)
Balance at December 31, 2022	$	(39	)	$	(38	)	$	(77	)

(In millions)	Foreign Currency Translation Adjustments			Change in Deferred Pension			Total
Balance at December 26, 2020	$	(27	)	$	(5	)	$	(32	)
Other comprehensive income activity		—			32			32
Tax impact		—			(6	)		(6	)
Total other comprehensive income, net of tax, where applicable		—			26			26
Balance at December 25, 2021	$	(27	)	$	21		$	(6	)