XML 22 R11.htm IDEA: XBRL DOCUMENT
v3.19.1

MERGER AND RESTRUCTURING ACTIVITY | 3 Months Ended
--- | ---
Mar. 30, 2019
Business Combinations [Abstract] |
MERGER AND RESTRUCTURING ACTIVITY | NOTE 3. MERGER AND RESTRUCTURING ACTIVITY Since 2017, the Company has taken actions to optimize its asset base and drive operational efficiencies. These actions include acquiring profitable businesses, closing underperforming retail 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, net on a separate line in the Condensed 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, net.
|  | First Quarter |
(In millions) |  | 2019 |  |  | 2018 |
Merger and transaction related expenses, net |  |  |  |  |  |  |  |
Severance and retention |  | $ | 1 |  |  | $ | 2 |
Transaction and integration |  |  | 7 |  |  |  | 7 |
Facility closure, contract termination, and other expenses, net |  |  | — |  |  |  | 3 |
Total Merger and transaction related expenses, net |  |  | 8 |  |  |  | 12 |
Restructuring expenses |  |  |  |  |  |  |  |
Facility closure, contract termination, professional fees and other expenses, net |  |  | 6 |  |  |  | 5 |
Total Restructuring expenses |  |  | 6 |  |  |  | 5 |
Total Merger and restructuring expenses, net |  | $ | 14 |  |  | $ | 17 |
Merger and transaction related expenses, net Severance and retention 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 primarily include legal, accounting, and other third-party expenses incurred in connection with acquisitions and business integration activities. 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. Also included in the merger and transaction related expenses, net in the first quarter of 2018 are $3 million of integration expenses and $3 million of facility closure costs associated with the 2013 OfficeMax merger. All integration activities associated with the OfficeMax merger were completed in 2018. Restructuring expenses On May 8, 2019, in connection with the earnings release and conference call for the first quarter 2019 results, the Company announced that its Board of Directors approved a company-wide, multi-year, cost reduction and business improvement program to systematically drive down costs, improve operational efficiencies, and enable future growth investments. Under this program (the “Business Acceleration Program”), the Company will make several organizational realignments stemming from process improvements, increased leverage of technology and accelerated use of automation. This will result in the elimination of certain positions and a flatter organization. In connection with this program, the Company anticipates closing approximately 90 underperforming retail stores in 2020 and 2021, and 9 other facilities, consisting of distribution centers and sales offices. As a result of these changes, the Company expects to realize savings of at least $40 million in 2019, and run-rate savings of at least $100 million when fully implemented. Total estimated costs to implement the Business Acceleration Program are expected to be approximately $106 million to $116 million comprised of (1) severance and related employee costs of $38 million to $40 million, (2) recruitment and relocation costs of $2 million to $4 million, (3) retail store and facility closure costs of $25 million to $27 million, (4) third-party costs to facilitate the execution of the program of $35 million to $37 million, and (5) other costs of approximately $6 million to $8 million. Of the aggregate costs to implement the Business Acceleration Program, $99 million to $101 million are expected to be cash expenditures through 2021. For the remainder of fiscal 2019, the Company expects to incur approximately $85 million, of which approximately $70 million will be cash, for severance and related employee costs, recruitment and relocation, and third-party costs including legal and consulting fees under the Business Acceleration Program. Included in restructuring expenses in the first quarter of 2019 and 2018 are costs incurred in connection with the Comprehensive Business Review, a program the Company announced in 2016. These costs include severance, facility closure costs, contract termination, accelerated depreciation, professional fees, relocation and disposal gains and losses, as well as other costs associated with retail store closures. In the first quarter of 2019, the Company closed 2 retail stores, and expects to close approximately 57 additional stores through the end of the Comprehensive Business Review program in 2019. Merger and Restructuring Accruals The activity in the merger and restructuring accruals in the first quarter of 2019 is presented in the table below.
|  | Balance as of |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Balance as of |
|  | December 29, |  |  | Charges |  |  | Cash |  |  | Adjustments |  |  | March 30, |
(In millions) |  | 2018 |  |  | Incurred |  |  | Payments |  |  | (a) |  |  | 2019 |
Termination benefits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  | $ | 3 |  |  | $ | 1 |  |  | $ | (2 | ) |  | $ | — |  |  | $ | 2 |
Comprehensive Business Review |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | 1 |
Lease and contract obligations, accruals for facilities closures and other costs: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  |  | 10 |  |  |  | — |  |  |  | — |  |  |  | (10 | ) |  |  | — |
Comprehensive Business Review |  |  | 5 |  |  |  | 5 |  |  |  | — |  |  |  | (3 | ) |  |  | 7 |
Total |  | $ | 18 |  |  | $ | 7 |  |  | $ | (2 | ) |  | $ | (13 | ) |  | $ | 10 |
| (a) | Represents reclassification of operating lease obligations associated with facility closures to Operating lease right-of-use assets on the Consolidated Balance Sheet in accordance with the new lease accounting standard.
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 Condensed Consolidated Balance Sheets.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration