The Company sold its Varis Division on October 18, 2024 to an affiliate of Arising Ventures, a third-party, while retaining a minority interest of 19.9% after the sale. The disposition represented a strategic shift that had a major impact on the Company’s operations and financial statements, and as a result the operating results and cash flows related to the Varis Division are presented as discontinued operations. Under the terms of the related stock purchase agreement, the Company will fund up to $4 million of expenses that may be incurred by Varis following the transaction date until December 31, 2025, and has no further obligations to contribute capital to Varis. The terms of the sale did not result in a materially different impact than previously estimated on the Company’s financial statements. The Company deconsolidated its Varis Division effective October 18, 2024 by removing the associated assets and liabilities from held for sale on its balance sheet. The Company will account for its retained minority interest of 19.9% in Varis as an equity method investment going forward.

The Company incurred a $90 million non-cash loss on disposal related to the Varis Division in 2024, which was measured at the lower of its carrying amount or estimated fair value less costs to sell. Also, restructuring expenses incurred by the Varis Division, which were previously presented as Corporate expenses, are included in the measurement and presentation of discontinued operations for all periods presented. Additionally, the Company incurred a $2 million loss on disposal related to guarantees in place with respect to the obligations of the European Business in 2024.

The Company had previously sold its CompuCom Division on December 31, 2021, through a transaction that was structured and accounted for as an equity sale. In 2022, the Company and the purchaser settled on the total cash purchase price resulting in a loss of $12 million, which consisted of a $13 million loss on disposal, partially offset by a $1 million income tax benefit. The Company did not have any financial results related to discontinued operations of the CompuCom Division in 2023 or 2024. The Company received $5 million of cash from the purchaser in 2023 related to the settlement of the total cash purchase price, which is reflected in cash flows from investing activities of discontinued operations on the Consolidated Cash Flow Statement. As of December 28, 2024, the Company has a promissory note from the purchaser of the CompuCom Division, with a principal balance of $59 million and paid-in-kind interest of $11 million, due in full on June 30, 2027. In addition, the Company has a $9 million receivable related to an earn-out provision included in the securities purchase agreement. The promissory note and the earn-out are non-current receivables as of December 28, 2024.

The following table represents a reconciliation of the major components of Discontinued operations, net of tax presented in the Consolidated Statements of Operations. The activity in 2024 and 2023 relates to the Company’s Varis Division. The activity in 2022 relates to the Varis Division, as well as the CompuCom Division, as described above.


(In millions)	2024			2023			2022
Major components of discontinued operations before income taxes:
Sales	$	5		$	8		$	7
Cost of goods and occupancy costs		—			2			4
Gross profit		5			6			3
Selling, general and administrative expenses		35			67			66
Asset impairments		—			68			—
Merger, restructuring and other operating expenses, net		8			—			—
Operating loss		(38	)		(129	)		(63	)
Other income (expense), net		—			—			—
Loss from major components of discontinued operations before income taxes		(38	)		(129	)		(63	)
Loss on disposal of discontinued operations		(92	)		—			(13	)
Loss from discontinued operations before income taxes		(130	)		(129	)		(76	)
Income tax benefit		(21	)		(21	)		(16	)
Discontinued operations, net of tax	$	(109	)	$	(108	)	$	(60	)


	December 30,
(In millions)	2023
Major classes of assets included in discontinued operations:
Cash and cash equivalents	$	10
Receivables, net		2
Property and equipment, net		62
Total assets of the disposal group classified as held for sale	$	74
Major classes of liabilities included in discontinued operations:
Accrued expenses and other current liabilities		8
Deferred income taxes and other long-term liabilities		4
Total liabilities of the disposal group classified as held for sale	$	12