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(EDGAR Online via COMTEX) — Item 7. Management’s Altercation and Assay of Banking Action and After-effects of Operations.

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Management’s Altercation and Assay of Banking Action and After-effects of Operations (“MD&A”) is advised to accommodate advice to abetment readers in bigger compassionate and evaluating our banking action and after-effects of operations. We acclaim account this MD&A in affiliation with our Circumscribed Banking Statements and Notes thereto included in this Form 10-K.

RESULTS OF OPERATIONS

OVERVIEW

The Company

We are a arch provider of business casework and supplies, articles and technology solutions through our absolutely chip business-to-business (“B2B”) administration belvedere of 1,361 retail stores, online presence, and committed sales professionals and technicians to retail consumers and small, boilerplate and action businesses. Through our banderole brands Appointment Depot(R), OfficeMax(R), CompuCom(R) and Grand&Toy(R), we action our barter the accoutrement and assets they allegation to focus on their affection of starting, growing and active their business.

At December 29, 2018, our operations are organized into three reportable segments (or “Divisions”): Business Solutions Division, Retail Division and CompuCom Division.

The Business Solutions Division or BSD provides barter with appointment accumulation articles and casework in the United States, Puerto Rico, the U.S. Virgin Islands, and Canada through committed sales forces, catalogs, telesales, and electronically through our Internet websites.

The Retail Division includes our alternation of retail food in the United States, Puerto Rico and the U.S. Virgin Islands area we advertise appointment supplies, technology articles and solutions, business machines and accompanying supplies, print, cleaning, breakroom food and accessories products, and furniture. In addition, our Retail Division offers a ambit of business-related casework targeted to baby businesses, technology abutment casework as able-bodied as printing, copying, commitment and aircraft services.

The CompuCom Division was formed during the fourth division of 2017 as a aftereffect of the accretion of CompuCom Systems, Inc. (“CompuCom”). The CompuCom Division provides advice technology (“IT”) outsourcing casework and articles to action organizations in the United States and Canada, and offers a ample ambit of solutions including end user accretion support, managed IT services, abstracts centermost ecology and management, account desk, arrangement infrastructure, IT workforce solutions, adaptable accessory administration and billow services.

Acquisitions

Over the aftermost two years, we accept been ability a cardinal transformation to axis Appointment Depot into an chip B2B administration platform, with the cold of accretion our artefact offerings to accommodate value-added casework for our barter and abduction greater bazaar share.

As allotment of this transformation, we acquired CompuCom in 2017 and an action IT solutions integrator and managed casework provider in 2018. The closing gives us admission to a belvedere for affairs or accouterment Internet of Things (“IoT”) accompanying accouterments and projects to the apprenticeship market. IoT refers to the affiliation of able systems and accessories to acquiesce them to automatically allotment advice so that systems and accessories assignment intelligently calm to advance and enhance solutions and abate animal intervention.

To strengthen our bulk operations, over the aftermost two years we accept additionally broadcast the ability of our administration arrangement by anecdotic and accepting assisting bounded appointment accumulation administration businesses confined baby and mid-market barter in geographic areas that were ahead underserved by our network. This has allowed, and will abide to allow, for an able and accretive agency to aggrandize our administration reach, ambition new business barter and abound our offerings aloft acceptable appointment supplies.

The accumulated absolute acquirement consideration, including accidental consideration, for the seven acquisitions completed in 2018 was about $114 million, accountable to assertive accepted post-closing adjustments. The accumulated acquirement bulk was primarily adjourned with banknote on hand, with the butt consisting of accidental application estimated to be $28 million, the majority of which will be paid in the aboriginal division of 2019.

The operating after-effects of these companies are accumulated with our operating after-effects consecutive to their acquirement dates. The operating after-effects of the appointment accumulation administration businesses we acquired are included in the Business Solutions Division segment, admitting the operating after-effects of CompuCom and the action IT solutions integrator and managed casework provider are included in the CompuCom Division. Refer to Note 2. “Acquisitions” in the Notes to Circumscribed Banking Statements for added information.

Table of Content

Disposition of the All-embracing Division – Discontinued Operations

In September 2016, our Board of Directors accustomed a plan to advertise essentially all of our all-embracing operations, aforetime appear as the All-embracing Division through four auctioning groups (Europe, South Korea, Australia and New Zealand (“Oceania”) and acreage China).

On December 31, 2016, we completed the auction of our business in Europe (the “European Business”) to The AURELIUS Accumulation (the “Purchaser”) and recorded a pre-tax accident on auction of $108 actor in 2016. We recorded about $8 actor of added costs associated with the auction during 2017. We retained the assets and obligations of a arctic authentic account alimony plan in the United Kingdom.

We completed the auction of our business in South Korea on April 26, 2017, and accustomed a pre-tax accretion on the auction of $12 million. Additionally, we completed the auction of our business in acreage China on July 28, 2017, and accustomed a accumulative accident of $9 actor associated with the sale, of which $10 actor was accustomed in the aboriginal bisected of 2017 and was partially account by a $1 actor accretion accustomed at the time of sale. We retained the sourcing and trading operations of the aloft All-embracing Division, which are presented as Added in Note 5. “Segment Information” in the Notes to Circumscribed Banking Statements.

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We completed the auction of our businesses in Australia on February 5, 2018, and accustomed a pre-tax accident on the auction of $1 million. Additionally, we completed the auction of our business in New Zealand on May 4, 2018, and accustomed a pre-tax accident on the auction of $3 million. With the auction of this aftermost auctioning group, the auction of the All-embracing Operations is complete, and there are no added discontinued operations at December 29, 2018.

Refer to Note 18. “Discontinued Operations” in the Notes to Circumscribed Banking Statements for added information.

Overview of 2018 Circumscribed After-effects from Continuing Operations and Clamminess

The afterward summarizes the added cogent factors impacting our operating after-effects from continuing operations for the 52-week aeon assured December 29, 2018 (also referred to as “2018”) and the 52-week aeon assured December 30, 2017 (also referred to as “2017”) as able-bodied as our clamminess in 2018 and 2017.

Our circumscribed sales were 8% college in 2018 compared to 2017 mostly as a aftereffect of including our CompuCom Division’s sales for the abounding year in 2018. Our Business Solutions Division additionally contributed college sales of $174 million, which represented an advance from the above-mentioned year of 3% primarily from acquisitions. These acquirement increases were partially account by lower sales in our Retail Division, which decreased 6% year-over-year from lower commensurable abundance sales and abundance closures.

** We formed the CompuCom Division as a aftereffect of our accretion of CompuCom on November 8, 2017. The 2017 bulk represents sales from the accretion date of November 8, 2017 through the end of budgetary 2017.

Table of Content

Product sales remained collapsed in 2018 compared to 2017, while account revenues grew 84%. College account revenues were apprenticed primarily by the accretion of CompuCom. Account revenues in 2018 were additionally impacted by the acceptance of the new acquirement acceptance accounting standard, which abnormally afflicted the allegory of account revenues by $57 actor year-over-year. Refer to Note

Other Cogent Factors Impacting Absolute Company After-effects and Clamminess

Absolute gross accumulation added by $90 actor or 4% in 2018 compared to 2017 primarily due to acquisitions, partially account by a abatement in gross accumulation from lower sales in our retail stores. Absolute gross allowance was about 80 base credibility lower in 2018 compared to 2017 primarily attributable to abundance and accumulation alternation deleverage.

Absolute selling, accepted and authoritative costs added by $157 actor in 2018 compared to 2017. The access reflects $286 actor associated with the acquired businesses, partially account by $129 actor accompanying to retail food closures, lower bulk expenses, operational efficiencies and synergies. As a allotment of sales, absolute selling, accepted and authoritative costs remained collapsed in 2018 aback compared to 2017.

We recorded $72 actor of Alliance and restructuring expenses, net in 2018 compared to $94 actor in 2017. Alliance and restructuring bulk in 2018 includes $46 actor of severance, retention, transaction and affiliation costs associated with our accretion of CompuCom and the added businesses, $10 actor of costs accompanying to OfficeMax alliance activities, which were completed in 2018, $11 actor of costs associated with our cardinal transformation plan, and $5 actor of costs associated with our Comprehensive Business Assay program. Refer to Note 3. “Merger and Restructuring Activity” in the Notes to Circumscribed Banking Statements for added information.

We recorded a $25 actor acknowledged bulk accretion in the fourth division of 2018 in affiliation with assertive adjustment discussions we accept undertaken with the Federal Trade Commission in the quarter. Refer to Note 17, “Commitments and Contingencies,” of the Notes to Circumscribed Banking Statements for added information.

Our able tax bulk of 37% in 2018 reflects the bargain Federal bordering tax bulk of 21% as able-bodied as a mix of assets and losses beyond US and non-US jurisdictions. In addition, our bulk was impacted by several detached items in the division including the appulse of the abeyant nondeductible acknowledged adjustment and the appulse of balance tax deficiencies associated with stock-based advantage awards, accompaniment taxes, and assertive added nondeductible items. In addition, we completed several acquisitions and dispositions, some of which resulted in the acceptance of a accretion or accident for tax purposes that differed from the bulk accustomed for GAAP purposes. Our able tax bulk for 2017 was 51%, primarily impacted by the abridgement in the approved able Federal bulk from 35% to 21% which acquired a non-cash allegation of $68 million, partially account by the changeabout of $42 actor of our U.S. federal and accompaniment appraisal allowance on deferred tax assets, as we assured that it was added acceptable than not that a account from the accompanying deferred tax assets would be realizable.

Adulterated balance per allotment from continuing operations was $0.18 in 2018 compared to $0.27 in 2017.

Adulterated balance per allotment from discontinued operations was $0.01 in 2018 compared to $0.06 in 2017.

Including adulterated balance per allotment from discontinued operations, net adulterated balance per allotment was $0.19 in 2018 compared to $0.34 in 2017. As appear in Note 18 “Discontinued Operations” to the Condensed Circumscribed Banking Statements, we completed the auction of our aloft All-embracing Operations in the aboriginal bisected of 2018.

Table of Content

At December 29, 2018, we had $658 actor in banknote and banknote equivalents and $947 actor accessible beneath the Amended Credit Agreement. Banknote provided by operating activities of continuing operations was $616 actor for 2018 compared to $467 actor for 2017. Refer to the Clamminess and Capital Assets area of this Item 7 for added advice on banknote flows.

In 2017, we entered into a $750 actor Appellation Accommodation Credit Agreement in affiliation with our accretion of CompuCom. In November 2018, we accomplished the Aboriginal Amendment to the Appellation Accommodation Credit Agreement (the “First Amendment”) to abate the applicative absorption bulk from LIBOR added 7.00% to LIBOR added 5.25%. In affiliation with the applicative absorption bulk reduction, we fabricated a autonomous claim beneath the Appellation Accommodation Credit Agreement of $194 million. As a result, in the fourth division of 2018 we accustomed a $15 actor accident on modification of debt, which is comprised of a 1% accommodation exceptional and the write-off of unamortized deferred costs costs and aboriginal affair abatement in an bulk proportional to the appellation accommodation repaid.

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During 2018 and 2017, we paid anniversary banknote assets on our accepted banal of $0.025 per allotment for a absolute anniversary allotment administration of $55 actor and $53 million, respectively. In addition, beneath our allotment repurchase affairs we bought aback about 14 actor shares of our accepted banal in anniversary of the aftermost two budgetary years, abiding addition $39 actor in 2018 and $56 actor in 2017 to our shareholders.

OPERATING RESULTS

Discussion of added assets and bulk items, including actual accuse and credits and changes in absorption and assets taxes follows our assay of articulation results. Budgetary years 2018 and 2017 includes 52 weeks, while budgetary year 2016 includes 53 weeks, with a 14-week fourth quarter.

Prior to 2018, we additionally appear changes in sales for our Business Solutions Division on a connected bill base accustomed the amount of our aloft all-embracing operations. As appear in Note 18 “Discontinued Operations” in the Notes to the Circumscribed Banking Statements, amid the third division of 2016 and the added division of 2018, we awash essentially all of our all-embracing operations. As a result, over the aftermost two years the Business Solutions Division’s acknowledgment to adopted bill barter ante has been primarily bound to our Canadian operations, and the aberration of the Canadian dollar adjoin the U.S. dollar has had an immaterial appulse to the changes in sales for the Division for all periods herein presented.

Product sales from our Business Solutions Division added 3% in 2018 compared to 2017, primarily due to acquisitions, college online sales and advance in adjacency categories, such as cleaning/breakroom food and furniture, partially account by lower sales of added artefact categories including paper, toner and ink. Bigger sales from the omni-channel programs that we address beneath our Retail Division partially account the advance in artefact sales from our Business Solutions Division – see altercation on adjustment online for aces up in food or address from food aural the Retail Division analysis. Artefact sales beneath 6% from 2016 to 2017 mainly due to aggressive pressures, chump losses in the arrangement sales channel, lower archive sales through our alarm centers and the appulse of accretion levels of sales from the omni-channel programs. The Business Solutions Division sales in 2017 were additionally afflicted by one beneath affairs anniversary compared to 2016, constant in about $56 actor of lower sales, and the appulse of three able hurricanes that disrupted our retail and arrangement operations.

Sales of casework in our Business Solutions Division added 16% in 2018 compared to 2017, and 3% in 2017 compared to 2016. This absolute trend is the absorption of added sales of our managed book and accomplishment services, and the amplification of our artefact subscriptions for toner and software.

Table of Content

Business Solutions Division operating assets beneath 7% in 2018 compared to 2017, and 1% in 2017 compared to 2016. As a allotment of sales operating assets beneath 53 base credibility in 2018 compared to 2017, and added 22 base credibility in 2017 compared to 2016. College selling, accepted and authoritative costs from investments in our eCommerce platform, appeal bearing activities and acquisitions costs impacted operating assets in 2018. However, these costs were partially account by an access in gross accumulation primarily from acquisitions. Operating assets in our Business Solutions Division was additionally abnormally impacted by the clearing of bequest OfficeMax barter to our accepted systems, which was completed in 2018. The abatement in operating assets in 2017 was abundantly the aftereffect of accepting one beneath advertisement anniversary compared to budgetary 2016.

Products sales in our Retail Division decreased 7% and 11% in 2018 and 2017, respectively, compared to the agnate prior-year periods. This was primarily the aftereffect of closing underperforming food accompanying with beneath affairs in the absolute locations, a trend that we accept partially account by gradually accretion the aggregate of omni-channel transactions, whereby our Business Solutions Division barter adjustment online for aces up in our stores. These affairs are included in our Retail Division’s sales as they are accomplished with abundance account and serviced by Retail Division employees.

Sales of casework aural our Retail Division in 2018 were 1% college compared to 2017. The acceptance of the new acquirement acceptance standard, which requires that our third-party software sales be appear on a net basis, abnormally afflicted the allegory of our sales of casework by $53 actor year-over-year. This change in presentation had no appulse to the timing of recognition, gross profit, balance or banknote flows. Excluding the appulse of the new acquirement acceptance standard, sales of casework in 2018 absolutely added 11% from 2017 due to the amplification of our archetype and book services, cable services, and the addition of new technology casework offered to our retail barter by our abundance associates.

In 2017, sales of casework decreased 15% compared to 2016 primarily because of abundance closures, lower abundance cartage and the business disruption associated with the three able hurricanes that occurred in the year.

Comparable abundance sales in 2018 decreased 4%, absorption lower abundance cartage and transaction counts, partially account by an access in bigger about-face bulk and college aggregate of omni-channel, online affairs for aces up in food or address from food declared above. Commensurable abundance sales decreased beyond best of our primary artefact categories, including ink, supplies, computers and technology accompanying products. Sales of cardboard and toner remained almost collapsed year-over-year. On a commensurable abundance sales basis, revenues accompanying to our archetype and book casework added 3% in 2018 aback compared to 2017. The 5% commensurable abundance sales abatement in 2017 reflect lower abundance traffic, transaction counts and boilerplate adjustment values, partially account by an bigger about-face rate, sales transfers from bankrupt food into food that remained accessible and college sales from the success of our omni-channel programs compared to 2016. Our commensurable abundance sales chronicle to food that accept been accessible for at atomic one year. Food are removed from the commensurable sales adding one ages above-mentioned to closing, as sales during that aeon are abundantly non-comparable approval activity. Food are additionally removed from the commensurable abundance sales adding during periods of abundance remodeling, abundance closures due to hurricanes or accustomed disasters, or if decidedly downsized. Our admeasurement of commensurable abundance sales has been activated consistently beyond periods but may alter from measures acclimated by added companies.

The Retail Division operating assets beneath 24% in 2018 compared to 2017, and 15% from 2016 to 2017. This was mostly attributable to the flow-through appulse of lower sales and gross allowance rate, partially account by lower dollars spent for selling, general, and authoritative expenses, including bulk and added abundance costs from both abundance closures and added efficiency. The Division’s operating assets in 2018 additionally reflects the appulse of investments in added account capabilities, including targeted advertising, sales training and assorted customer-oriented initiatives. The appulse of one beneath anniversary in 2017 resulted in about $14 actor of lower operating assets for the Retail Division in 2017 compared to 2016. However, operating assets as a allotment of sales remained almost constant year-over-year.

Table of Content

At the end of 2018, the Retail Division operated 1,361 retail food in the United States, Puerto Rico and the U.S. Virgin Islands. Abundance aperture and closing action for the aftermost three years has been as follows:

Of the two retail food anew opened in 2018, one was opened in our accumulated address in Boca Raton, FL to alone serve our accumulated address employees, and one was opened to alter a bankrupt area in Deerfield, IL. We do not apprehend to accessible any new food in 2019.

Charges associated with abundance closures are appear as adapted in Asset impairments and Alliance and restructuring costs (income), net in the Circumscribed Statements of Operations. These accuse are reflected in Accumulated advertisement and are not included in the assurance of Division operating income. Refer to “Corporate” altercation beneath for added advice apropos costs incurred to date.

The CompuCom Division was formed at the time of accretion on November 8, 2017 and the amounts reflect the operating after-effects of CompuCom back that date. Refer to Note 2. “Acquisitions” in the Notes to the Circumscribed Banking Statements for added information. The absolute sales access in 2018 was primarily due to a abounding year of our CompuCom Division’s operating results. Absolute sales in our CompuCom Division in 2018 were afflicted by lower business aggregate from one of its better barter currently experiencing a cogent reorganization. The CompuCom Division’s operating assets in 2018 was additionally afflicted by lower gross allowance on artefact sales mix, and college costs associated with onboarding new barter and added advance initiatives.

Certain operations ahead included in the All-embracing Division, including our all-around sourcing and trading operations in the Asia/Pacific region, which we accept retained, are presented as Other. These operations primarily chronicle to the auction of articles to aloft collective adventure partners, and are not actual in any period. Additionally included in Added is the abolishment of intersegment revenues of . . .

Feb 27, 2019

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