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MERGER AND RESTRUCTURING ACTIVITY | 12 Months Ended
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Dec. 29, 2018
Business Combinations [Abstract] |
MERGER AND RESTRUCTURING ACTIVITY | NOTE 3. MERGER AND RESTRUCTURING ACTIVITY In recent years, the Company has taken actions to optimize its asset base and drive operational efficiencies. These actions include acquiring businesses, closing underperforming stores and non-strategic distribution facilities, consolidating functional activities, eliminating redundant positions and disposing of non-strategic businesses and assets. The expenses and any income recognized directly associated with these actions are included in Merger and restructuring expenses (income), net on a separate line in the Consolidated Statements of Operations in order to identify these activities apart from the expenses incurred to sell to and service its customers. These expenses are not included in the determination of Division operating income. The table below summarizes the major components of Merger and restructuring expenses (income), net.
(In millions) |  | 2018 |  |  | 2017 |  |  | 2016 |
Merger and transaction related expenses |  |  |  |  |  |  |  |  |  |  |  |
Severance and retention |  | $ | 11 |  |  | $ | — |  |  | $ | — |
Transaction and integration |  |  | 35 |  |  |  | 37 |  |  |  | 37 |
Facility closure, contract termination and other expenses, net |  |  | 10 |  |  |  | 5 |  |  |  | 27 |
Total Merger and transaction related expenses |  |  | 56 |  |  |  | 42 |  |  |  | 64 |
Terminated Staples Acquisition (income) expenses |  |  |  |  |  |  |  |  |  |  |  |
Retention |  |  | — |  |  |  | — |  |  |  | 15 |
Transaction |  |  | — |  |  |  | — |  |  |  | 43 |
Termination Fee |  |  | — |  |  |  | — |  |  |  | (250 | )
Total Terminated Staples Acquisition (income) expenses |  |  | — |  |  |  | — |  |  |  | (192 | )
Restructuring expenses |  |  |  |  |  |  |  |  |  |  |  |
Severance |  |  | — |  |  |  | 28 |  |  |  | 22 |
Facility closure, contract termination, professional fees and other expenses, net |  |  | 16 |  |  |  | 24 |  |  |  | 26 |
Total Restructuring expenses |  |  | 16 |  |  |  | 52 |  |  |  | 48 |
Total Merger and restructuring expenses (income), net |  | $ | 72 |  |  | $ | 94 |  |  | $ | (80 | )
Merger and transaction related expenses Severance and retention in 2018 include expenses related to the integration of staff functions in connection with business acquisitions and are expensed through the severance and retention period. Transaction and integration include legal, accounting, and other third-party expenses incurred in connection with acquisitions and business integration activities. Transaction and integration expenses in 2018 primarily consist of $30 million incurred for the CompuCom acquisition, with the remaining $5 million relating to the OfficeMax merger. All integration activities associated with the OfficeMax merger were completed in 2018. Transaction and integration expenses in 2017 include both costs incurred for the CompuCom acquisition and the OfficeMax merger. Facility closure, contract termination and other expenses, net primarily relate to facility closure accruals, contract termination costs, gains and losses on asset dispositions, and accelerated depreciation. Merger and transaction related expenses in 2016 relate entirely to the OfficeMax merger. Terminated Staples Acquisition The Staples Merger Agreement was terminated on May 16, 2016, and no further expenses were recognized thereafter. Restructuring expenses During 2017, the Company announced a multi-year strategic transformation to pivot from a traditional office product retailer to an integrated B2B distribution provider of business services and supplies, products and technology solutions which included the acquisition of CompuCom. As part of this strategy, the Company is expanding its technology and business service offerings, and is accelerating the offering of new subscription-based services to address the needs of small, medium and enterprise businesses. Restructuring expenses in 2018 and 2017 included professional fees of $11 million and $2 million, respectively, associated with this strategic plan. All activities associated with the multi-year strategic transformation plan were completed in 2018. In August 2016, the Company announced a comprehensive business review strategy (the “Comprehensive Business Review”), which contemplated the closure of up to approximately 300 retail stores in North America over a three-year period, and the reduction of operating and general and administrative expenses through efficiencies and organizational optimization. Under this program, the Company closed 19 stores in 2018, 63 stores in 2017 and 72 stores in 2016 (for a total of 154 stores closed). The Company expects to close approximately 50 additional stores through the end of the program in 2019. In connection with the Comprehensive Business Review, the Company recognized restructuring expenses of $5 million, $50 million and $48 million in 2018, 2017 and 2016, respectively, which include severance, facility closure costs, contract termination, accelerated depreciation, professional fees, relocation and disposal gains and losses, as well as other costs associated with the store closures. Asset impairments related to the restructuring initiatives are not included in the table above. Refer to Note 16 for further information. Merger and Restructuring Accruals The activity in the merger and restructuring accruals in 2018 and 2017 is presented in the table below.
(In millions) |  | Beginning Balance |  |  | Charges Incurred |  |  | Cash Payments |  |  | Ending Balance |
2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Termination benefits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  | $ | 1 |  |  | $ | 9 |  |  | $ | (7 | ) |  | $ | 3 |
Comprehensive Business Review |  |  | 4 |  |  |  | — |  |  |  | (4 | ) |  |  | — |
Lease and contract obligations, accruals for facilities closures and other costs: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  |  | 18 |  |  |  | 5 |  |  |  | (13 | ) |  |  | 10 |
Comprehensive Business Review |  |  | 9 |  |  |  | 6 |  |  |  | (10 | ) |  |  | 5 |
Total |  | $ | 32 |  |  | $ | 20 |  |  | $ | (34 | ) |  | $ | 18 |
2017 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Termination benefits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  | $ | 5 |  |  | $ | 1 |  |  | $ | (5 | ) |  | $ | 1 |
Comprehensive Business Review |  |  | 8 |  |  |  | 28 |  |  |  | (32 | ) |  |  | 4 |
Lease and contract obligations, accruals for facilities closures and other costs: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  |  | 40 |  |  |  | 22 |  |  |  | (44 | ) |  |  | 18 |
Comprehensive Business Review |  |  | 13 |  |  |  | 14 |  |  |  | (18 | ) |  |  | 9 |
Total |  | $ | 66 |  |  | $ | 65 |  |  | $ | (99 | ) |  | $ | 32 |
The short-term and long-term components of these liabilities are included in Accrued expenses and other current liabilities and Deferred income taxes and other long-term liabilities, respectively, in the Consolidated Balance Sheets.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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