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, restructuring and other operating 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 customers. These expenses are not included in the determination of Division operating income. The table below summarizes the major components of Merger, restructuring and other operating expenses, net.

	Second Quarter						First Half
(In millions)	2022			2021			2022			2021
Merger and transaction related expenses
Transaction and integration	$	—		$	—			—			1
Total Merger and transaction related expenses		—			—			—			1
Restructuring expenses
Severance		(1	)		(2	)		(1	)		(1	)
Professional fees		—			—			—			—
Facility closure, contract termination, and other expenses, net		1			—			2			9
Total Restructuring expenses, net		—			(2	)		1			8
Other operating expenses
Professional fees		23			13			33			14
Total Other operating expenses		23			13			33			14
Total Merger, restructuring and other operating expenses, net	$	23		$	11		$	34		$	23

In the second quarter and first half of 2022, the Company did not incur any transaction and integration expenses. In the second quarter of 2021, the Company did not incur any transaction and integration expenses. In the first half of 2021, the Company incurred transaction and integration expenses of $1 million primarily related to its acquisition of BuyerQuest Holdings, Inc. (“BuyerQuest”), which is part of its Varis Division.

In May 2020, the Company’s Board of Directors approved a restructuring plan to realign the Company’s operational focus to support its “business-to-business” solutions and IT services business units and improve costs (“Maximize B2B Restructuring Plan”). Implementation of the Maximize B2B Restructuring Plan is expected to be substantially completed by the end of 2023. The Maximize B2B Restructuring Plan aims to generate savings through optimizing the Company’s retail footprint, removing costs that directly support the Retail business and additional measures to implement a company-wide low-cost business model, which will then be invested in accelerating the growth of the Company’s business-to-business platform. The plan is broader than restructuring programs the Company has implemented in the past and includes closing and/or consolidating retail stores and distribution facilities and the reduction of up to 13,100 employee positions by the end of 2023. The Company is evaluating the number and timing of retail store and distribution facility closures and/or consolidations. However, it is generally understood that closures will approximate the store’s lease termination date. The Company closed 12 and 18 retail stores in the second quarter and first half of 2022, respectively, 111 retail stores in 2021, and 70 retail stores and two distribution facilities in 2020 under the Maximize B2B Restructuring Plan. It is anticipated that additional retail stores will be closed in 2022. Total estimated restructuring costs related to the Maximize B2B Restructuring Plan are expected to be up to $111 million, comprised of:

The total costs of up to $111 million above are less than the Company’s estimate of total costs for this restructuring plan when it commenced, mainly as a result of the reduction in the number of expected retail store and distribution facility closures based upon the Company’s most recent evaluation of economic factors that influence expected store closures. There could be further fluctuations in the estimate of total expected costs in the future and timing of such costs as a result of an assessment of general market conditions and changes in the Company’s business strategy. In addition, the reduction of employee positions may also be impacted as a result of fewer retail store closures and the changes in the Company’s business strategy. The $111 million of total costs are expected to be incurred as cash expenditures through 2023 and funded primarily with cash on hand and cash from operations. The Company incurred $96 million in restructuring expenses to implement the Maximize B2B Restructuring Plan since its inception in 2020 and through the second quarter of 2022, of which $56 million were cash expenditures.

In the second quarter and first half of 2022, the Company incurred $1 million and $2 million, respectively, in facility closure and other costs associated with the Maximize B2B Restructuring Plan. The Company also reversed $1 million of employee severance accruals in the second quarter and first half of 2022 due to changes in estimates. The Company had $1 million and $3 million of cash expenditures in the second quarter and first half of 2022, respectively, associated with the Maximize B2B Restructuring Plan.

In the second quarter of 2021, the Company incurred $(2) million, net, in restructuring expenses associated with the Maximize B2B Restructuring Plan, which consisted of $2 million in reversal of employee severance accruals due to changes in estimates and a $1 million gain on sale of retail store assets, partially offset by $1 million of facility closure, contract termination and other costs. In the first half of 2021, the Company incurred $8 million in restructuring expenses associated with the Maximize B2B Restructuring Plan, which consisted of $10 million of retail store and facility closure costs, contract termination and other that were mainly related to closure accruals and accelerated depreciation, partially offset by $1 million in reversal of employee severance accruals due to changes in estimates and a $1 million gain on sale of retail store assets. Of these amounts, $11 million and $15 million were cash expenditures in the second quarter and first half of 2021, respectively.

As described in Note 1 above, the Company had been evaluating the separation of its consumer business, first through a spin-off and subsequently through a potential sale. On June 21, 2022, the Company’s Board of Directors, with the assistance of its financial and legal advisors, completed its review of both proposals received by the Company to acquire its consumer business and unanimously determined it to be in the best interests of the Company and its shareholders not to divest the consumer business at this time. Further, due to current market conditions, the Company’s Board of Directors also determined not to resume the Company’s previously planned separation of its consumer business at this time and instead to maintain all of its businesses under common ownership. The Company incurred $23 million and $33 million in third-party professional fees in the second quarter and first half of 2022, respectively, related to separation activities. The Company had incurred $32 million in third-party professional fees associated with separation activities in 2021.

Other operating expenses of $2 million and $3 million in the second quarter and first half of 2021, respectively, represent third-party professional fees incurred related to the evaluation of USR Parent, Inc.’s proposals received during the first half of 2021.

The activity in the merger, restructuring and other accruals in the first half of 2022 is presented in the table below. Certain merger, restructuring and other 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 25,		Charges (credits)			Cash			June 25,
(In millions)	2021		Incurred			Payments			2022
Termination benefits:
Maximize B2B Restructuring Plan		19		(1	)		—			18
Lease and contract obligations, accruals for facilities closures and other costs:
Maximize B2B Restructuring Plan		6		2			(3	)		5
Comprehensive Business Review		1		—			—			1
Previously planned separation of consumer business		2		32			(18	)		16
Total	$	28	$	33		$	(21	)	$	40

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.