In January 2021, the Company’s Board of Directors announced that as a result of a business review of CompuCom, management had initiated a process to explore a value-maximizing sale of the Company’s former CompuCom Division. On June 29, 2021, the Company’s Board of Directors aligned with management’s commitment to a plan to sell CompuCom through a single disposal group. Although management did not bring forth a specific transaction to the Board of Directors at the time, the Company was actively marketing CompuCom for sale at a price that the Company believed was reasonable in relation to CompuCom’s current fair value. CompuCom was available for immediate sale in its present condition and any sale was expected to be subject to customary regulatory approvals. Based on these considerations, and management’s experience and ability to complete similar transactions in the past, management believed the sale was probable and expected to complete it within one year from June 29, 2021. Accordingly, management concluded that the CompuCom disposal group had met the accounting criteria to be classified as held for sale as of June 29, 2021 and is presented as such in the Consolidated Balance Sheets as of December 25, 2021 and December 26, 2020. The planned disposition of CompuCom represented a strategic shift that will have a major impact on the Company’s operations and financial results. Accordingly, the Company also presented the operating results and cash flows of its CompuCom Division as discontinued operations for all periods presented.

The sale of CompuCom was completed on December 31, 2021, and the transaction was structured and will be accounted for as an equity sale. The related Securities Purchase Agreement (“SPA”) provides for consideration consisting of a cash purchase price equal to $125 million (subject to customary adjustments, including for cash, debt and working capital), an interest-bearing promissory note in the amount of $55 million, and a holding fee (“earn-out”) provision providing for payments of up to $125 million in certain circumstances. The promissory note accrues interest at six percent per annum, payable on a quarterly basis in cash or in-kind, and is due in full on June 30, 2027. Under the earn-out provision, if the purchaser receives dividends or sale proceeds from the CompuCom business equal to (i) three (3) times its initial capital investment in the CompuCom business plus (ii) 15% per annum on subsequent capital investments, the Company will be entitled to 50% of any subsequent dividends or sale proceeds up to and until the Company has received an aggregate of $125 million. The Company also agreed to provide certain transitional services to the purchaser for a period of three to twelve months under a separate agreement after closing. The SPA contains customary warranties of the Company and the purchaser.

The loss from classification to held for sale related to CompuCom as of December 25, 2021 was measured at the lower of its carrying amount or estimated fair value less costs to sell and is included in the valuation allowance of the current assets held for sale. The estimated fair value of CompuCom was based on the terms of the SPA, and amounted to $190 million, which included $126 million for cash purchase price after adjusting for cash, debt and working capital, $55 million for the promissory note, and $9 million for the earn-out. The earn-out provision was identified to be a derivative in accordance with ASC 815, and its fair value was determined using Monte Carlo simulation. The resulting loss from classification to held for sale was $170 million in 2021.

Merger and restructuring expenses incurred by the former CompuCom Division, that were previously presented as Corporate expenses, are included in the measurement and presentation of discontinued operations in all periods presented.

The following table represents a reconciliation of the major components of Discontinued operations, net of tax presented in the Consolidated Statements of Operations.

(In millions)	2021			2020			2019
Major components of discontinued operations before income taxes:
Sales	$	802		$	838		$	980
Cost of goods and occupancy costs		645			657			771
Gross profit		157			181			209
Selling, general and administrative expenses		152			171			212
Asset impairments		252			248			—
Merger, restructuring and other operating expenses, net		(2	)		20			30
Operating loss		(245	)		(258	)		(33	)
Other income (expense), net		(1	)		1			—
Loss from major components of discontinued operations before income taxes		(246	)		(257	)		(33	)
Loss from classification to held for sale		(170	)		—			—
Loss from discontinued operations before income taxes		(416	)		(257	)		(33	)
Income tax benefit		(21	)		(1	)		(5	)
Discontinued operations, net of tax	$	(395	)	$	(256	)	$	(28	)

The following table represents the major classes of assets and liabilities of the disposal group classified as held for sale presented in the Consolidated Balance Sheets as of December 25, 2021 and December 26, 2020.

	December 25,			December 26,
(In millions)	2021			2020
Major classes of assets included in discontinued operations:
Cash and cash equivalents	$	23		$	—
Receivables, net		221			189
Inventories		20			14
Prepaid expenses and other current assets		15			16
Total current assets					219
Property and equipment, net		25			26
Operating lease right-of-use assets		66			62
Goodwill		—			214
Other intangible assets, net		255			301
Other assets		14			19
Total noncurrent assets					622
Less: valuation allowance		(170	)
Total assets of the disposal group classified as held for sale	$	469		$	841
Major classes of liabilities included in discontinued operations:
Trade accounts payable	$	83		$	62
Accrued expenses and other current liabilities		86			90
Total current liabilities					152
Deferred income taxes and other long-term liabilities		75			82
Operating lease liabilities		46			56
Total noncurrent liabilities					138
Total liabilities of the disposal group classified as held for sale	$	290		$	290