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)	2022			2021			2020
Merger and transaction related expenses
Transaction and integration		(7	)		—			4
Facility closure, contract termination and other expenses, net		—			—			1
Total Merger and transaction related expenses		(7	)		—			5
Restructuring expenses
Severance		(13	)		(2	)		41
Professional fees		—			1			21
Facility closure, contract termination, and other expenses, net		5			15			35
Total Restructuring expenses, net		(8	)		14			97
Other operating expenses
Professional fees		54			37			—
Total Other operating expenses		54			37			—
Total Merger, restructuring and other operating expenses, net	$	39		$	51		$	102

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 2020, the Company incurred $5 million of merger and transaction related expenses. Transaction and integration include legal, accounting, and other third-party expenses, and earn-out adjustments, incurred in connection with acquisitions and business integration activities. Facility closure, contract termination, and other expenses, net relate to facility closure accruals, contract termination costs, gains and losses on asset dispositions, and accelerated depreciation.

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. 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, as a result of the delays in executing the program in 2021 and 2022 associated with the previously planned separation of the consumer business. With the decision to maintain all businesses under common ownership, described above in Note 1, the Company will continue with the execution of the Maximize B2B Restructuring Plan as previously planned and therefore has extended the program through 2024. The Company closed 56 retail stores under the Maximize B2B Restructuring Plan in 2022. The Company had closed 181 retail stores and two distribution facilities in 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 2022, the Company had $8 million of income associated with the Maximize B2B Restructuring Plan which consisted of $5 million in facility closures, contract termination and other costs, more than offset by $13 million in reversals of employee severance accruals due to changes in estimates. The facility closure costs were mainly related to retail store closure accruals and accelerated depreciation. In 2022, the Company made cash payments of $8 million associated with expenditures for the Maximize B2B Restructuring Plan. Since its inception in 2020, the Company incurred $81 million in restructuring expenses to implement the Maximize B2B Restructuring Plan through 2022 for its continuing operations, of which $61 million were cash expenditures. Total estimated restructuring costs related to the Maximize B2B Restructuring Plan are expected to be up to $95 million.

Included in restructuring expenses in 2020 are $19 million in costs incurred in connection with the Business Acceleration Program. These costs included third-party professional fees, retail and facility closure costs and other costs. The Business Acceleration Program was announced in 2019 and largely concluded at the end of 2020.

Restructuring expenses in 2020 also included $3 million in third-party professional fees incurred in connection with the Reorganization.

Asset impairments related to the restructuring initiatives are not included in the table above. Refer to Note 13 for further information.

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.

As described in Note 1 above, the Company had been evaluating the separation of its consumer business, first through a spin-off and subsequently through a potential sale. On June 21, 2022, the Company’s Board of Directors, with the assistance of its financial and legal advisors, completed its review of both proposals received by the Company to acquire its consumer business and unanimously determined it to be in the best interests of the Company and its shareholders not to divest the consumer business at this time. Further, due to current market conditions, the Company’s Board of Directors also determined not to resume the Company’s previously planned separation of its consumer business at this time and instead to maintain all of its businesses under common ownership. The Company incurred $33 million in third-party professional fees in year-to-date 2022 related to separation activities, which was all incurred in the first half of 2022. The Company had incurred $32 million in third-party professional fees associated with separation activities in 2021.

Also as described in Note 1 above, during the third quarter of 2022, the Company re-aligned its operations into four Divisions, which also represent its new reportable segments. The Company incurred $21 million in third-party professional fees in connection with the re-alignment in 2022, which was all incurred in the second half of 2022. At December 31, 2022, the Company is substantially complete with activities related to the re-alignment. The costs incurred in the second half of 2022 represent trailing costs to complete activities that were previously started as part of the separation process discussed above and leveraged to achieve the re-alignment. The Company does not expect to have a re-alignment of its businesses in the future. Accordingly, the Company has presented the costs

associated with the re-alignment as Other operating expenses, as they represent incremental operating expenses that are not part of its core costs to support its operations.

Other operating expenses in 2021 also included $5 million of 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 2022 and 2021 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
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
2021
Termination benefits:
Maximize B2B Restructuring Plan		27		(2	)		(6	)		19
Business Acceleration Program		2		—			(2	)		—
Lease and contract obligations, accruals for facilities closures and other costs:
Maximize B2B Restructuring Plan		10		9			(13	)		6
Business Acceleration Program		1		—			(1	)		—
Comprehensive Business Review		2		—			(1	)		1
USR Parent, Inc. proposals		—		5			(5	)		—
Planned separation of consumer business		—		32			(30	)		2
Total	$	42	$	44		$	(58	)	$	28

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.