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MERGER AND RESTRUCTURING ACTIVITY
12 Months Ended
Dec. 29, 2018
Business Combinations [Abstract]  
MERGER AND RESTRUCTURING ACTIVITY

NOTE 3. MERGER AND RESTRUCTURING ACTIVITY

In recent years, the Company has taken actions to optimize its asset base and drive operational efficiencies. These actions include acquiring businesses, closing underperforming 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 and restructuring expenses (income), 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 its customers. These expenses are not included in the determination of Division operating income.

The table below summarizes the major components of Merger and restructuring expenses (income), net.

 

(In millions)

 

2018

 

 

2017

 

 

2016

 

Merger and transaction related expenses

 

 

 

 

 

 

 

 

 

 

 

 

Severance and retention

 

$

11

 

 

$

 

 

$

 

Transaction and integration

 

 

35

 

 

 

37

 

 

 

37

 

Facility closure, contract termination and other expenses, net

 

 

10

 

 

 

5

 

 

 

27

 

Total Merger and transaction related expenses

 

 

56

 

 

 

42

 

 

 

64

 

Terminated Staples Acquisition (income) expenses

 

 

 

 

 

 

 

 

 

 

 

 

Retention

 

 

 

 

 

 

 

 

15

 

Transaction

 

 

 

 

 

 

 

 

43

 

Termination Fee

 

 

 

 

 

 

 

 

(250

)

Total Terminated Staples Acquisition (income) expenses

 

 

 

 

 

 

 

 

(192

)

Restructuring expenses

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 

 

 

28

 

 

 

22

 

Facility closure, contract termination, professional fees and other

   expenses, net

 

 

16

 

 

 

24

 

 

 

26

 

Total Restructuring expenses

 

 

16

 

 

 

52

 

 

 

48

 

Total Merger and restructuring expenses (income), net

 

$

72

 

 

$

94

 

 

$

(80

)

 

Merger and transaction related expenses

Severance and retention in 2018 include expenses related to the integration of staff functions in connection with business acquisitions and are expensed through the severance and retention period. Transaction and integration include legal, accounting, and other third-party expenses incurred in connection with acquisitions and business integration activities. Transaction and integration expenses in 2018 primarily consist of $30 million incurred for the CompuCom acquisition, with the remaining $5 million relating to the OfficeMax merger. All integration activities associated with the OfficeMax merger were completed in 2018. Transaction and integration expenses in 2017 include both costs incurred for the CompuCom acquisition and the OfficeMax merger.

Facility closure, contract termination and other expenses, net primarily relate to facility closure accruals, contract termination costs, gains and losses on asset dispositions, and accelerated depreciation.

Merger and transaction related expenses in 2016 relate entirely to the OfficeMax merger.

 

 

Terminated Staples Acquisition

The Staples Merger Agreement was terminated on May 16, 2016, and no further expenses were recognized thereafter.

Restructuring expenses

During 2017, the Company announced a multi-year strategic transformation to pivot from a traditional office product retailer to an integrated B2B distribution provider of business services and supplies, products and technology solutions which included the acquisition of CompuCom. As part of this strategy, the Company is expanding its technology and business service offerings, and is accelerating the offering of new subscription-based services to address the needs of small, medium and enterprise businesses. Restructuring expenses in 2018 and 2017 included professional fees of $11 million and $2 million, respectively, associated with this strategic plan. All activities associated with the multi-year strategic transformation plan were completed in 2018.

In August 2016, the Company announced a comprehensive business review strategy (the “Comprehensive Business Review”), which contemplated the closure of up to approximately 300 retail stores in North America over a three-year period, and the reduction of operating and general and administrative expenses through efficiencies and organizational optimization. Under this program, the Company closed 19 stores in 2018, 63 stores in 2017 and 72 stores in 2016 (for a total of 154 stores closed). The Company expects to close approximately 50 additional stores through the end of the program in 2019. In connection with the Comprehensive Business Review, the Company recognized restructuring expenses of $5 million, $50 million and $48 million in 2018, 2017 and 2016, respectively, which include

severance, facility closure costs, contract termination, accelerated depreciation, professional fees, relocation and disposal gains and losses, as well as other costs associated with the store closures.

Asset impairments related to the restructuring initiatives are not included in the table above. Refer to Note 16 for further information.

Merger and Restructuring Accruals

The activity in the merger and restructuring accruals in 2018 and 2017 is presented in the table below.

 

(In millions)

 

Beginning

Balance

 

 

Charges

Incurred

 

 

Cash

Payments

 

 

Ending

Balance

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger-related accruals

 

$

1

 

 

$

9

 

 

$

(7

)

 

$

3

 

Comprehensive Business Review

 

 

4

 

 

 

 

 

 

(4

)

 

 

 

Lease and contract obligations, accruals for facilities

   closures and other costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger-related accruals

 

 

18

 

 

 

5

 

 

 

(13

)

 

 

10

 

Comprehensive Business Review

 

 

9

 

 

 

6

 

 

 

(10

)

 

 

5

 

Total

 

$

32

 

 

$

20

 

 

$

(34

)

 

$

18

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger-related accruals

 

$

5

 

 

$

1

 

 

$

(5

)

 

$

1

 

Comprehensive Business Review

 

 

8

 

 

 

28

 

 

 

(32

)

 

 

4

 

Lease and contract obligations, accruals for facilities

   closures and other costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger-related accruals

 

 

40

 

 

 

22

 

 

 

(44

)

 

 

18

 

Comprehensive Business Review

 

 

13

 

 

 

14

 

 

 

(18

)

 

 

9

 

Total

 

$

66

 

 

$

65

 

 

$

(99

)

 

$

32

 

 

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.