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MERGER AND RESTRUCTURING ACTIVITY | 6 Months Ended
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Jun. 29, 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.
|  | Second Quarter |  |  | First Half |
(In millions) |  | 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
Merger and transaction related expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Severance and retention |  | $ | — |  |  | $ | 3 |  |  | $ | 1 |  |  | $ | 5 |
Transaction and integration |  |  | 5 |  |  |  | 4 |  |  |  | 12 |  |  |  | 11 |
Facility closure, contract termination, and other expenses, net |  |  | — |  |  |  | 5 |  |  |  | — |  |  |  | 8 |
Total Merger and transaction related expenses, net |  |  | 5 |  |  |  | 12 |  |  |  | 13 |  |  |  | 24 |
Restructuring expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Severance |  |  | 40 |  |  |  | — |  |  |  | 40 |  |  |  | — |
Professional fees |  |  | 16 |  |  |  | 2 |  |  |  | 19 |  |  |  | 6 |
Facility closure, contract termination, and other expenses, net |  |  | 8 |  |  |  | — |  |  |  | 11 |  |  |  | 1 |
Total Restructuring expenses |  |  | 64 |  |  |  | 2 |  |  |  | 70 |  |  |  | 7 |
Total Merger and restructuring expenses, net |  | $ | 69 |  |  | $ | 14 |  |  | $ | 83 |  |  | $ | 31 |
| • | 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 second quarter and first half of 2018 are $2 million and $5 million of integration expenses, respectively, associated with the OfficeMax merger, as well as $3 million of facility closure costs which were all incurred in the first quarter of 2018. All integration activities associated with the OfficeMax merger were completed in 2018.
| • | Restructuring expenses: In May 2019, 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 has made and will continue to make organizational realignments stemming from process improvements, increase leverage of technology and accelerate use of automation. This has resulted and will continue to result in the elimination of certain positions and a flatter organization. In connection with the Business Acceleration Program, the Company also anticipates closing approximately 90 underperforming retail stores in 2020 and 2021, and 9 other facilities, consisting of distribution centers and sales offices. Total estimated costs to implement the Business Acceleration Program are expected to be approximately $112 million comprised of:
| (a) | severance and related employee costs of approximately $40 million
| (b) | recruitment and relocation costs of approximately $2 million
| (c) | retail store and facility closure costs of approximately $26 million
| (d) | third-party costs to facilitate the execution of the Program of approximately $36 million
| (e) | other costs of approximately $8 million
Of the aggregate costs to implement the Business Acceleration Program, approximately $100 million are expected to be cash expenditures through 2021 funded primarily with cash on hand and cash from operations. In 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. Of the $70 million cash expenditures expected in 2019, approximately $30 million has been paid through the end of the second quarter of 2019. Included in restructuring expenses in the second quarter of 2019 are $40 million of severance costs, $3 million of retail store and facility closure costs, $19 million in third-party professional fees, and $1 million of other costs incurred in connection with the Business Acceleration Program. Also included in restructuring expenses in the second quarter and first half 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, relocation and disposal gains and losses, as well as other costs associated with retail store closures. In the second quarter and first half of 2019, the Company closed 39 and 41 retail stores, respectively, and expects to close approximately 16 additional stores through the end of the Comprehensive Business Review program in 2019. Additionally, restructuring expenses in the second quarter and first half of 2018 also reflect professional fee expenses incurred in connection with the Company’s multi-year strategic transformation which began in 2017. All activities associated with the multi-year strategic transformation plan were completed in 2018. MERGER AND RESTRUCTURING ACCRUALS The activity in the merger and restructuring accruals in the first half of 2019 is presented in the table below. Certain merger and restructuring charges are excluded from the table because they are paid as incurred or non-cash, such as accelerated depreciation and gains and losses on asset dispositions.
|  | Balance as of |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Balance as of |
|  | December 29, |  |  | Charges |  |  | Cash |  |  | Adjustments |  |  | June 29, |
(In millions) |  | 2018 |  |  | Incurred |  |  | Payments |  |  | (a) |  |  | 2019 |
Termination benefits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  | $ | 3 |  |  | $ | — |  |  | $ | (2 | ) |  | $ | — |  |  | $ | 1 |
Comprehensive Business Review |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | 1 |
Business Acceleration Plan |  |  | — |  |  |  | 40 |  |  |  | (21 | ) |  |  | — |  |  |  | 19 |
Lease and contract obligations, accruals for facilities closures and other costs: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  |  | 10 |  |  |  | — |  |  |  | — |  |  |  | (10 | ) |  |  | — |
Comprehensive Business Review |  |  | 5 |  |  |  | 6 |  |  |  | (3 | ) |  |  | (3 | ) |  |  | 5 |
Business Acceleration Plan |  |  | — |  |  |  | 21 |  |  |  | (7 | ) |  |  | — |  |  |  | 14 |
Total |  | $ | 18 |  |  | $ | 68 |  |  | $ | (33 | ) |  | $ | (13 | ) |  | $ | 40 |
| (a) | Represents reclassification of operating lease obligations associated with facility closures to Operating lease ROU assets on the Condensed 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.

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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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