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)	2023		2022			2021
Merger and transaction related expenses
Transaction and integration	$	—	$	(7	)	$	—
Facility closure, contract termination and other expenses, net		—		—			—
Total Merger and transaction related expenses		—		(7	)		—
Restructuring expenses
Severance		1		(13	)		(2	)
Professional fees		—		—			1
Facility closure, contract termination, and other expenses, net		3		5			15
Total Restructuring expenses, net		4		(8	)		14
Other operating expenses
Professional fees		—		54			37
Total Other operating expenses		—		54			37
Total Merger, restructuring and other operating expenses, net	$	4	$	39		$	51

Transaction and integration expenses include legal, accounting, and other third-party expenses incurred in connection with acquisitions. 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. The Company also did not incur any merger and transaction related expenses in 2021.

In May 2020, the Company’s Board of Directors approved a restructuring plan to re-align 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. In December 2022, the Company’s Board of Directors approved to extend the program through the end of 2024. 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 Company closed 60 retail stores under the Maximize B2B Restructuring Plan in 2023. The Company had closed 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 2024. However, it is generally understood that closures will approximate the store’s lease termination date.

In 2023, the Company had $4 million of restructuring costs associated with the Maximize B2B Restructuring Plan, which primarily related to $5 million of store closure and severance expenses, partially offset by $1 million of gain from sale of store assets. In 2023, the Company made cash payments of $9 million associated with expenditures for the Maximize B2B Restructuring Plan. Since its inception in 2020, the Company incurred $85 million in restructuring expenses to implement the Maximize B2B Restructuring Plan through 2023 for its continuing operations, of which $70 million were cash expenditures. Total estimated restructuring costs related to the Maximize B2B Restructuring Plan are expected to be up to $95 million.

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 2023. In 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, the Company incurred $21 million in third-party professional fees in connection with the re-alignment of its operations into four Divisions.

Other operating expenses in 2021 included $32 million in third-party professional fees associated with the previously planned separation activities and $5 million in 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 and restructuring accruals in 2023 and 2022 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
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
2022
Termination benefits:
Maximize B2B Restructuring Plan	$	19	$	(13	)	$	(1	)	$	5
Lease and contract obligations, accruals for facilities closures and other costs:
Maximize B2B Restructuring Plan		6		5			(7	)		4
Comprehensive Business Review		1		—			—			1
Previously planned separation of consumer business and re-alignment		2		52			(52	)		2
Total	$	28	$	44		$	(60	)	$	12

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.