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 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.


(In millions)	2024			2023		2022
Merger and transaction related expenses
Transaction and integration	$	(1	)	$	—	$	(7	)
Total Merger and transaction related expenses		(1	)		—		(7	)
Restructuring expenses
Severance		23			1		(13	)
Professional fees		15			—		—
Facility closure, contract termination, and other expenses, net		10			3		5
Total Restructuring expenses, net		48			4		(8	)
Other operating expenses
Professional fees		—			—		54
Total Other operating expenses		—			—		54
Total Merger, restructuring and other operating expenses, net	$	47		$	4	$	39

Transaction and integration expenses include legal, accounting, and other third-party expenses incurred in connection with acquisitions. In 2024, the Company recognized transactions and integration expenses of $1 million related to the acquisition of the small independent regional office supply distribution business in Canada, and reversed a $2 million earnout payment accrual related to a prior acquisition. In 2023, the Company recognized transactions and integration expenses of less than $1 million related to the acquisition of the two small independent regional office supply distribution businesses in the U.S. In 2022, the Company recognized $7 million income related to earn-out adjustment on the acquisition of BuyerQuest Holdings, Inc. The Company did not incur any additional transaction and integration expenses in 2022.

In March 2024, the Company’s Board of Directors approved a restructuring plan to redesign its company-wide low-cost business model approach and create further efficiencies in its business to lower costs (“Project Core”). This was driven by a need to significantly reduce costs due to macroeconomic and other factors impacting the Company’s sales, as well as insights gained following the first year of operations of realignment of its operating segments into four divisions. The scope of Project Core was approved in two phases, in March 2024 and April 2024, and includes cost improvement actions across the entire enterprise, including the Varis Division, which is presented as discontinued operations beginning in the second quarter of 2024. It aims to optimize the Company’s organizational structure to support future growth of the business. Project Core is expected to be completed in 2025, with the majority of actions taken in 2024. Total restructuring costs related to Project Core are estimated to be up to $57 million, of which $35 million are estimated to be termination benefits, which mainly consists of severance, and $22 million are estimated to be costs to facilitate the program, which consists of third-party professional fees, and other incremental employee-related costs to implement actions. All costs of Project Core are expected to be cash expenditures.

In 2024, the Company incurred $44 million of restructuring costs associated with Project Core. Of these costs, $24 million was severance and $20 million were costs to facilitate the program, which mainly consisted of third-party professional fees. In addition, in 2024, the Company incurred $8 million of severance expenses related to the Varis Division, which are presented in discontinued operations and excluded from the table above.

The Company made cash payments of $44 million associated with expenditures for Project Core in 2024. Of these cash payments, $8 million were related to the Varis Division.

Since the inception of the Maximize B2B Restructuring Plan in May 2020 through its completion in December 2024, the Company has closed a total of 340 retail stores and two distribution facilities under this plan, of which 43 retail stores were closed in 2024. The Company incurred a total of $89 million in restructuring expenses to implement the Maximize B2B Restructuring Plan, of which $77 million were cash expenditures. In 2024, the Company incurred $4 million restructuring costs associated with the Maximize B2B Restructuring Plan, and made cash payments of $7 million associated with these expenditures.

Other operating expenses represent costs incurred that are incremental to those related to running the Company’s core operations, which are presented within Selling, general and administrative expenses on the Consolidated Statements of Operations. The Company did not incur any other operating expenses in 2024 and 2023. In 2022, the Company incurred $33 million in third-party professional fees associated with the previously planned separation of its consumer business and $21 million in third-party professional fees associated with the re-alignment of its operations into four Divisions.

The activity in the merger and restructuring accruals in 2024 and 2023 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.


(In millions)	Beginning Balance		Charges Incurred			Cash Payments			Ending Balance
2024
Termination benefits:
Project Core	$	—	$	24		$	(17	)	$	7
Maximize B2B Restructuring Plan		2		(1	)		(1	)		—
Lease and contract obligations, accruals for facilities closures and other costs:
Project Core		—		15			(15	)		—
Maximize B2B Restructuring Plan		3		5			(6	)		2
Comprehensive Business Review		1		(1	)		—			—
Total	$	6	$	42		$	(39	)	$	9
2023
Termination benefits:
Maximize B2B Restructuring Plan	$	5	$	—		$	(3	)	$	2
Lease and contract obligations, accruals for facilities closures and other costs:
Maximize B2B Restructuring Plan		4		5			(6	)		3
Comprehensive Business Review		1		—			—			1
Previously planned separation of consumer business and re-alignment		2		—			(2	)		—
Total	$	12	$	5		$	(11	)	$	6

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.