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.


	Third Quarter					Year-to-Date
(In millions)	2023		2022			2023		2022
Merger and transaction related expenses
Transaction and integration	$	—	$	(7	)	$	—	$	(7	)
Total Merger and transaction related expenses		—		(7	)		—		(7	)
Restructuring expenses
Severance		—		(1	)		—		(2	)
Professional fees		—		—			—		—
Facility closure, contract termination, and other expenses, net		1		2			2		4
Total Restructuring expenses, net		1		1			2		2
Other operating expenses
Professional fees		—		14			—		47
Total Other operating expenses		—		14			—		47
Total Merger, restructuring and other operating expenses, net	$	1	$	8		$	2	$	42

Transaction and integration expenses include legal, accounting, and other third-party expenses incurred in connection with acquisitions. Year-to-date 2023, the Company recognized transaction and integration expenses of less than $1 million related to the acquisition of the small independent regional office supply distribution business. The Company did not incur any transaction and integration expenses in the third quarter of 2023. In the third quarter of 2022, the Company recognized $7 million income related to an earn-out adjustment on the acquisition of BuyerQuest Holdings, Inc. Year-to-date 2022, the Company did not incur any additional transaction and integration expenses.

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 was 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.

In December 2022, the Company’s Board of Directors approved to extend the program through 2024. The Company closed four and 30 retail stores, respectively, in the third quarter and year-to-date 2023. The Company had closed a total of 237 retail stores and two distribution facilities in 2022, 2021 and 2020 under the Maximize B2B Restructuring Plan. It is anticipated that additional retail stores will be closed in 2023 and 2024. However, it is generally understood that closures will approximate the store’s lease termination date.

In the third quarter and year-to-date 2023, the Company had $1 million and $2 million of restructuring costs, respectively, associated with the Maximize B2B Restructuring Plan. In the third quarter and year-to-date 2023, the Company made cash payments of $3 million and $7 million, respectively, associated with expenditures for the Maximize B2B Restructuring Plan. Since its inception in 2020, the Company incurred $83 million in restructuring expenses to implement the Maximize B2B Restructuring Plan through year-to-date 2023 for its continuing operations, of which $68 million were cash expenditures. Total estimated restructuring costs related to the Maximize B2B Restructuring Plan are expected to be up to $95 million.

In the third quarter and year-to-date 2022, the Company incurred $2 million and $4 million, respectively, in facility closure and other costs associated with the Maximize B2B Restructuring Plan. The Company also reversed $1 million and $2 million of employee severance accruals in the third quarter and year-to-date 2022 due to changes in estimates. The Company had $2 million and $5 million of cash expenditures in the third quarter and year-to-date 2022, respectively, associated with the Maximize B2B Restructuring Plan.

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 Condensed Consolidated Statements of Operations. The Company did not incur any other operating expenses in the third quarter and year-to-date 2023. Year-to-date 2022, the Company had incurred $33 million in third-party professional fees associated with the previously planned separation of its consumer business, which was all incurred in the first half of 2022. Also, during the third quarter of 2022, the Company incurred $14 million in third-party professional fees in connection with the re-alignment of its operations into four Divisions. For additional information, see Note 1. “Summary of Significant Accounting Policies” in Notes to Consolidated Financial Statements and Management’s Discussion and Analysis in the 2022 Form 10-K.

The activity in the merger, restructuring and other accruals year-to-date 2023 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 31,		Charges (credits)		Cash			September 30,
(In millions)	2022		Incurred		Payments			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		4		(4	)		4
Comprehensive Business Review		1		—		—			1
Previously planned separation of consumer business and re-alignment		2		—		(2	)		—
Total	$	12	$	4	$	(9	)	$	7

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.