Form 8-K - Current report

THE ODP CORPORATION

Date: August 8, 2024

/s/ Sarah E. Hlavinka

Sarah E. Hlavinka

EVP, Chief Legal Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): August 8, 2024

THE ODP CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware	1-10948	85-1457062
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


6600 North Military Trail,
Boca Raton, FL		33496
(Address of Principal Executive Offices)		(Zip Code)

(561) 438-4800

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, If Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange
on which Registered

Common Stock, par value $0.01 per share

ODP

The NASDAQ Stock Market

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure.

The ODP Corporation is furnishing this Current Report on Form 8-K to provide supplemental information relating to cash flows for the three months ended March 30, 2024 and June 29, 2024 and the six months ended June 29, 2024. The supplemental information presents the operating results and cash flows between operating and discontinued operations for all periods presented.

The information furnished pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Supplemental Financial Information of The ODP Corporation.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Supplemental Financial Information of The ODP Corporation


	First Quarter 2024			Second Quarter 2024			First Half 2024
Cash flows from operating activities:
Net income (loss)	$	15		$	(73	)	$	(58	)
Loss from discontinued operations, net of tax		(16	)		(69	)		(85	)

Net income (loss) from continuing operations		31			(4	)		27
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		25			24			49
Amortization of debt discount and issuance costs		1			—			1
Charges for losses on receivables and inventories		9			3			12
Asset impairments		6			8			14
Loss on disposition of assets, net		—			—			(1	)
Compensation expense for share-based payments		9			10			20
Deferred income taxes and deferred tax asset valuation allowances		(8	)		(10	)		(18	)
Changes in working capital and other operating activities		(29	)		(32	)		(61	)

Net cash provided by (used in) operating activities of continuing operations		44			(1	)		43
Net cash used in operating activities of discontinued operations		(6	)		(10	)		(16	)

Net cash provided by (used in) operating activities		38			(11	)		27

Cash flows from investing activities:
Capital expenditures		(31	)		(19	)		(50	)
Businesses acquired, net of cash acquired		—			—			—
Proceeds from disposition of assets		1			—			1
Other investing activities		—			1			1

Net cash used in investing activities of continuing operations		(30	)		(18	)		(48	)
Net cash used in investing activities of discontinued operations		(4	)		(2	)		(5	)

Net cash used in investing activities		(34	)		(20	)		(53	)

Cash flows from financing activities:
Net payments on long and short-term borrowings		(3	)		(3	)		(5	)
Cash used in extinguishment and modification of debt		—			—			—
Debt retirement		(128	)		(112	)		(240	)
Debt issuance		75			171			246
Share purchases for taxes, net of proceeds from employee share-based transactions		(6	)		(9	)		(15	)
Repurchase of common stock for treasury and advance payment for accelerated share repurchase		(50	)		(103	)		(153	)
Other financing activities		(1	)		(5	)		(7	)

Net cash used in financing activities of continuing operations		(113	)		(61	)		(174	)
Net cash provided by (used in) financing activities of discontinued operations		—			—			—

Net cash used in financing activities		(113	)		(61	)		(174	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1	)		—			(2	)

Net decrease in cash, cash equivalents and restricted cash		(110	)		(92	)		(202	)
Cash, cash equivalents and restricted cash at beginning of period		395			285			395

Cash, cash equivalents and restricted cash at end of period	$	285		$	193		$	193

Amounts may not foot due to rounding. The sum of the quarterly amounts may not equal the reported amounts for the year due to rounding.

Document and Entity Information	Aug. 08, 2024
Cover [Abstract]
Entity Registrant Name	ODP Corp
Amendment Flag	false
Entity Central Index Key	0000800240
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-10948
Entity Tax Identification Number	85-1457062
Entity Address, Address Line One	6600 North Military Trail
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33496
City Area Code	(561)
Local Phone Number	438-4800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	ODP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false