NOTE 3. MERGER, RESTRUCTURING AND OTHER ACCRUALS

In recent years, the Company has taken actions to adapt to changing and competitive conditions. These actions include closing facilities, consolidating functional activities, disposing of businesses and assets, and taking actions to improve process efficiencies. Additionally, the Merger was approved in 2013 and integration activities began. In connection with the Merger, the Company assumed exit liabilities previously recorded by OfficeMax.

Starting in the fourth quarter of 2013, the Company began presenting Merger, restructuring and other operating expenses, net on a separate line in the Consolidated Statements of Operations to identify these activities apart from the expenses incurred to sell to and service its customers. During 2013, these expenses totaled $201 million, with $180 million of Merger and certain other expenses and $21 million of net restructuring expenses. As noted in the Basis of Presentation above, these expenses are not reported in Division operating income.

Merger-related expenses include (i) $80 million related to transaction and integration activities primarily investment banking, legal, accounting, integration; (ii) $92 million of employee related expenses for cash termination benefits, acceleration of share-based compensation for departing employees and certain incentives to retain and motivate employees, and (iii) $8 million of certain shareholder-related expenses. Total Merger expenses reflect amounts incurred by Office Depot before receiving approval of the Merger, as well as costs incurred by the combined entity following the Merger approval. Refer to Note 2 for additional information on the Merger.

Restructuring expenses primarily relate to activities in Europe. These costs include $23 million of termination benefits and facility closure costs, partially offset by a credit from the reversal of cumulative translation account balances upon subsidiary liquidation.

Of the $201 million Merger, restructuring and other expenses, net recognized in 2013, certain amounts are considered exit costs and included as charges incurred in the table below. Transaction, integration, certain shareholder-related and other expenses are not considered exit costs. The share-based compensation that was recognized against additional paid-in capital is also not presented in the exit cost table. The table includes $94 million of employee compensation expenses from the Merger and restructuring activities, presented as termination benefits and other costs. Charges incurred in the table below also include $4 million of expenses related to facilities closed as part of ongoing operations, which are included in Selling, general and administrative expenses in the Consolidated Statement of Operations. In addition, the table presents accretion on previously closed facilities which is included in Selling, general and administrative expenses in the Consolidated Statement of Operations.


(In millions)	Beginning Balance		Charges Incurred		OfficeMax Merger Additions		Cash Payments			Lease Accretion		Currency and Other Adjustments		Ending Balance
2013
Termination benefits
Merger-related accruals	$	—	$	29	$	—	$	(6	)	$	—	$	—	$	23
Other restructuring accruals		6		23		—		(24	)		—		—		5
Acquired entity accruals		—		1		4		(1	)		—		—		4

		6		53		4		(31	)		—		—		32

Lease and contract obligations, accruals for facilities closures and other costs
Merger-related accruals		—		42		22		(39	)		—		—		25
Other restructuring accruals		87		1		—		(34	)		8		—		62
Acquired entity accruals		—		2		63		(6	)		—		—		59

		87		45		85		(79	)		8		—		146

Total	$	93	$	98	$	89	$	(110	)	$	8	$	—	$	178

2012
Termination benefits	$	12	$	26	$	—	$	(33	)	$	—	$	1	$	6
Lease and contract obligations, accruals for facilities closures and other costs		109		21		—		(56	)		12		1		87

Total	$	121	$	47	$	—	$	(89	)	$	12	$	2	$	93