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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 25, 2021
Accounting Policies [Abstract]  
Basis of Presentation

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 1,084 retail stores, all supported by supply chain facility and delivery operations. Through its banner brands Office Depot®, OfficeMax® 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 September 25, 2021, the Company had two reportable segments (or “Divisions”): Business Solutions Division and Retail Division. After the end of the second quarter of 2021, the Company’s Board of Directors provided their alignment with management’s commitment to a plan to sell its CompuCom Division through a single disposal group. Accordingly, that business is presented as discontinued operations beginning in the third quarter of 2021. The Company has reclassified the financial results of the CompuCom Division to discontinued operations, net of tax in the Condensed Consolidated Statements of Operations for all periods presented. The Company also reclassified the related assets and liabilities as assets and liabilities held for sale on the accompanying Condensed Consolidated Balance Sheets as of September 25, 2021, and December 26, 2020. Cash flows from the Company’s discontinued operations are presented in the Condensed Consolidated Statements of Cash Flows for all periods. Refer to Note 13 for additional information.

The Condensed Consolidated Financial Statements as of September 25, 2021, and for the 13-week and 39-week periods ended September 25, 2021 (also referred to as the “third quarter of 2021” and “year-to-date 2021,” respectively) and September 26, 2020 (also referred to as the “third quarter of 2020” and “year-to-date 2020,” respectively) 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.
Planned Separation of Consumer Business

PLANNED SEPARATION OF CONSUMER BUSINESS

As previously announced, 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. When the plan was announced, the Company expected to structure it as a tax-free spin-off of the Company’s B2B related operations. Following further review, the Company determined that it should utilize the flexibility created by the holding company reorganization in 2020 to structure the separation as a tax-free spin-off of the Company’s consumer business, with the Company retaining its B2B related operations (the “Separation”), as further described below. The Company believes that this modified approach will be more efficient considering that it is expected that the majority of the Company’s current management team and Directors will remain with the B2B business which will continue to be owned by “The ODP Corporation.” Each company is expected to have a unique and highly focused strategy and investment profile, as follows:

 

•

ODP – a leading B2B solutions provider serving small, medium and enterprise level companies, will consist of several operating companies, including the contract sales channel of ODP’s current Business Solutions Division, which will be renamed ODP Business Solutions, and ODP’s newly formed B2B digital platform technology business, which has been named Varis. ODP Business Solutions and Varis will be owned by ODP, but operated as separate businesses. ODP will also continue to own the global sourcing operations and other sourcing, supply chain and logistics assets. Gerry Smith will continue to serve as CEO of The ODP Corporation following the separation; and

 

•

Office Depot – an Office Depot branded 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. Kevin Moffitt, currently EVP, Chief Retail Officer of The ODP Corporation, will be appointed CEO of Office Depot upon completion of the spin-off.

The Separation is expected to allow ODP and Office Depot to pursue market opportunities and separate growth strategies, and improve value for shareholders and stakeholders. While ODP and Office Depot 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 Office Depot 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 in the middle 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 Office Depot’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.

In addition, beginning in the third quarter of 2021, the Company has committed to a plan to sell its CompuCom Division through a single disposal group. Refer to Note 13 for additional information.
Cash Management

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 $24 million and $20 million at September 25, 2021 and December 26, 2020, respectively, are presented in Trade accounts payable and Accrued expenses and other current liabilities, and $2 million and $3 million at September 25, 2021, and December 26, 2020, respectively, are presented in Current liabilities held for sale.

At September 25, 2021 and December 26, 2020, cash and cash equivalents held outside the United States amounted to $161 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 September 25, 2021 and December 26, 2020.
New Accounting Standards

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.
Revenue Recognition

PRODUCTS AND SERVICES REVENUE

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

 

 

 

Third Quarter of 2021

 

 

(In millions)

 

Business  Solution

Division

 

 

Retail

Division

 

 

Other

 

 

Total

 

 

Major products and services categories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplies

 

$

621

 

 

$

388

 

 

$

3

 

 

$

1,012

 

 

Technology

 

 

275

 

 

 

373

 

 

 

—

 

 

 

648

 

 

Furniture and other

 

 

198

 

 

 

131

 

 

 

4

 

 

 

333

 

 

Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy and print

 

 

26

 

 

 

89

 

 

 

—

 

 

 

115

 

 

Technology and other

 

 

51

 

 

 

18

 

 

 

2

 

 

 

71

 

 

Total

 

$

1,171

 

 

$

999

 

 

$

9

 

 

$

2,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Quarter of 2020

(In millions)

 

Business  Solution

Division

 

 

Retail

Division

 

 

Other

 

 

Total

 

 

Major products and services categories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplies

 

$

632

 

 

$

401

 

 

$

2

 

 

$

1,035

 

 

Technology

 

 

303

 

 

 

473

 

 

 

—

 

 

 

776

 

 

Furniture and other

 

 

192

 

 

 

163

 

 

 

—

 

 

 

355

 

 

Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy and print

 

 

22

 

 

 

84

 

 

 

—

 

 

 

106

 

 

Technology and other

 

 

48

 

 

 

26

 

 

 

1

 

 

 

75

 

 

Total

 

$

1,197

 

 

$

1,147

 

 

$

3

 

 

$

2,347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year-to-Date 2021

(In millions)

 

Business  Solution

Division

 

 

Retail

Division

 

 

Other

 

 

Total

 

 

Major products and services categories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplies

 

$

1,788

 

 

$

1,048

 

 

$

8

 

 

$

2,844

 

 

Technology

 

 

881

 

 

 

1,201

 

 

 

1

 

 

 

2,083

 

 

Furniture and other

 

 

561

 

 

 

389

 

 

 

13

 

 

 

963

 

 

Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy and print

 

 

69

 

 

 

253

 

 

 

—

 

 

 

322

 

 

Technology and other

 

 

146

 

 

 

61

 

 

 

4

 

 

 

211

 

 

Total

 

$

3,445

 

 

$

2,952

 

 

$

26

 

 

$

6,423

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year-to-Date 2020

(In millions)

 

Business  Solution

Division

 

 

Retail

Division

 

 

Other

 

 

Total

 

 

Major products and services categories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplies

 

$

1,934

 

 

$

1,085

 

 

$

9

 

 

$

3,028

 

 

Technology

 

 

890

 

 

 

1,379

 

 

 

3

 

 

 

2,272

 

 

Furniture and other

 

 

514

 

 

 

420

 

 

 

4

 

 

 

938

 

 

Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy and print

 

 

67

 

 

 

247

 

 

 

—

 

 

 

314

 

 

Technology and other

 

 

149

 

 

 

85

 

 

 

1

 

 

 

235

 

 

Total

 

$

3,554

 

 

$

3,216

 

 

$

17

 

 

$

6,787

 

 

 

 

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, technology, furniture and other products through its Business Solutions and Retail 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:

 

•

Copy and print services, including managed print and fulfillment services; and

 

•

Technology support services offerings provided in the Company’s retail stores, such as installation and repair, product subscriptions, and sales of third party software, gift cards, and warranties.

Upon the reclassification of its CompuCom Division, which provided the majority of the technology support services, as discontinued operations in the third quarter of 2021, the Company updated its service revenue groupings where technology support services are presented together with other service revenue as described above. Copy and print services, which is the largest service revenue category upon the classification of the CompuCom Division to discontinued operations, is presented separately. Substantially all of the Company’s 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 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 year-to-date 2021 and year-to-date 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 September 25, 2021 and December 26, 2020, the Company had $13 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

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:

 

 

 

September 25,

 

 

December 26,

 

(In millions)

 

2021

 

 

2020

 

Trade receivables, net

 

$

367

 

 

$

325

 

Short-term contract assets

 

 

17

 

 

 

15

 

Long-term contract assets

 

 

10

 

 

 

15

 

Short-term contract liabilities

 

 

52

 

 

 

50

 

Long-term contract liabilities

 

 

2

 

 

 

4

 

 

Year-to-date 2021 and year-to-date 2020, the Company did not have any contract assets related to conditional rights. The Company recognized revenues of $23 million and $19 million in year-to-date 2021 and year-to-date 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 year-to-date of 2021 as a result of business combinations. There were no contract assets and liabilities that were recognized in year-to-date 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 year-to-date 2021 and year-to-date 2020. Included in the table above are short- and long-term contract assets of $1 million and $2 million as of September 25, 2021, respectively, and $1 million and $2 million as of December 26, 2020, respectively, related to CompuCom, which are presented as part of assets held for sale on the Condensed Consolidated Balance Sheets. Also included in the table above are short- and long-term contract liabilities of $11 million and $2 million as of September 25, 2021, respectively, and $9 million and $4 million as of December 26, 2020, respectively, related to CompuCom, which are presented as part of liabilities held for sale on the Condensed Consolidated Balance Sheets.

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

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 September 25, 2021 and December 26, 2020, short-term contract assets and long-term contract assets in the table above represent capitalized acquisition costs. In the third quarter and year-to-date 2021, amortization expenses were $7 million and $19 million, respectively. In the third quarter and year-to-date 2020, amortization expenses were $7 million and $22 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.