RESTRUCTURING ACTIVITIES

2016 Plan

On October 6, 2016, the Board of Directors of the Company approved a realignment of the Company’s consumer-direct operations . As a part of the 2016 Plan, the Company intends to close certain retail stores during fiscal 2017. The Company currently estimates pretax charges related to the 2016 Plan will range from $43.0 million to $49.0 million. The Company estimates it will record the remaining charges through the end of fiscal 2017. Once fully implemented, the Company expects annual pretax benefits of approximately $20.0 million as a result of the 2016 Plan. The Company closed 51 retail stores in connection with the 2016 Plan during fiscal 2016 .

Costs incurred related to the 2016 Plan have been recorded within the Corporate category. The cumulative costs incurred is $5.8 million, with $2.7 million recorded in the restructuring costs line item as a component of cost of goods sold, and $3.1 million recorded in the restructuring and impairment costs line item as a component of operating expenses. The following is a summary of the activity during fiscal 2016, with respect to a reserve established by the Company in connection with the 2016 Plan, by category of costs.



(In millions)	Severance and employee related		Costs associated with exit or disposal activities			Total
Balance at January 2, 2016	$	—	$	—		$	—
Restructuring costs	0.8		5.0			5.8
Amounts paid	—		(1.1		)	(1.1		)
Charges against assets	—		(2.7		)	(2.7		)
Balance at December 31, 2016	$	0.8	$	1.2		$	2.0

2014 Plan

On July 9, 2014, the Board of Directors of the Company approved a realignment of the Company’s consumer-direct operations (the “2014 Plan”). As a part of the 2014 Plan, the Company closed 136 retail stores, consolidated certain consumer-direct support functions and implemented certain other organizational changes. The Company completed the 2014 Plan during the first quarter of fiscal 2016. Costs incurred related to the 2014 Plan have been recorded within the Corporate category. The cumulative costs incurred is $49.5 million, with $6.5 million recorded in the restructuring costs line item as a component of cost of goods sold, and $43.0 million recorded in the restructuring and impairment costs line item as a component of operating expenses. Approximately $23.0 million represents non-cash charges. The Company expects annual pretax benefits of approximately $16.0 million as a result of the 2014 Plan. The majority of the remaining restructuring reserve relates to a lease liability that extends to 2019.

The following is a summary of the activity during fiscal 2016, 2015 and 2014, with respect to a reserve established by the Company in connection with the 2014 Plan, by category of costs.



(In millions)	Severance and employee related			Impairment of property and equipment			Costs associated with exit or disposal activities			Total
Balance at December 28, 2013	$	—		$	—		$	—		$	—
Restructuring costs	2.6			5.5			13.1			21.2
Amounts paid	(1.6		)	—			(3.4		)	(5.0		)
Charges against assets	—			(5.5		)	(3.2		)	(8.7		)
Balance at January 3, 2015	$	1.0		$	—		$	6.5		$	7.5
Restructuring costs	2.9			5.4			9.0			17.3
Amounts paid	(1.8		)	—			(7.2		)	(9.0		)
Charges against assets	—			(5.4		)	(1.8		)	(7.2		)
Balance at January 2, 2016	$	2.1		$	—		$	6.5		$	8.6
Restructuring costs	1.2			0.2			9.6			11.0
Amounts paid	(3.3		)	—			(7.5		)	(10.8		)
Charges against assets	—			(0.2		)	(6.9		)	(7.1		)
Balance at December 31, 2016	$	—		$	—		$	1.7		$	1.7

2013 Plan

On October 4, 2013, the Board of Directors of the Company approved a plan to restructure the Company’s Dominican Republic manufacturing operations in a manner intended to lower the Company’s cost of goods sold, as described below (the “2013 Plan”). During the fourth quarter of fiscal 2013, the Company sold a manufacturing facility in the Dominican Republic and closed a second manufacturing facility. The Company no longer maintains any Company-owned manufacturing operations in the Dominican Republic. The Company recognized $7.6 million of restructuring costs in fiscal 2013 and restructuring costs of $1.0 million during fiscal 2014. The Company considers the 2013 Plan complete and does not expect to recognize any further costs. All costs incurred for the 2013 Plan have been recognized in the Company’s Corporate category and are included in the restructuring costs line item as a component of cost of goods sold in the consolidated statements of operations.

The following is a summary of the activity during fiscal 2014, with respect to a reserve established by the Company in connection with the 2013 Plan, by category of costs.



(In millions)	Severance and employee related			Costs associated with exit or disposal activities			Total
Balance at December 28, 2013	$	—		$	0.5		$	0.5
Restructuring costs	0.1			0.9			1.0
Amounts paid	(0.1		)	(1.2		)	(1.3		)
Charges against assets	—			(0.2		)	(0.2		)
Balance at January 3, 2015	$	—		$	—		$	—

Other Restructuring Activities

During fiscal 2016, the Company recorded restructuring costs of $13.9 million in connection with certain organizational changes made during fiscal 2016. The costs associated with these restructuring activities were recorded within the Company’s Corporate category included in the restructuring and impairment costs line item as a component of operating expenses in the consolidated condensed statements of operations and comprehensive income.

During fiscal 2015, the Company recorded restructuring and impairment costs of $4.2 million related to its decision to wind-down operations of its Cushe^® brand. These costs included $2.6 million related to indefinite-lived intangibles and $1.6 million in other restructuring costs. The Company recorded these costs within its Corporate category in the restructuring and impairment costs line item as a component of operating expenses in the consolidated condensed statements of operations and comprehensive income. During fiscal 2016, the Company recorded additional restructuring costs of $0.3 million related to the Cushe^® brand.

During fiscal 2014, the Company recorded an impairment of an equity method investment and reserved certain receivables within the Company’s international operations. The impairment and asset charge were determined to be other-than-temporary and the Company recorded a non-cash charge of $4.8 million within its corporate category included in the restructuring and impairment costs line item as a component of operating expenses in the consolidated statements of operations. During fiscal 2015, the Company recorded additional restructuring costs of $2.0 million related to its international operations.

During the fourth quarters of fiscal 2016 and 2015, the Company recorded impairment costs of $7.1 million and $2.5 million, respectively, related to indefinite-lived intangibles of its Stride Rite^® brand. The Company recorded these costs within its Corporate category in the restructuring and impairment costs line item as a component of operating expenses in the consolidated statements of operations.

The Company recorded impairment charges of $12.2 million and $11.6 million during fiscal 2016 and 2015, respectively, related to certain consumer-direct store assets where the estimated future cash flows did not support the net book value of the store assets. These costs were recorded within its corporate category in the restructuring and impairment costs line item as a component of operating expenses in the consolidated statements of operations.

Nonrecurring Fair Value Measurements

The following is a summary of assets and impairments that were measured at fair value on a nonrecurring basis.



	Fiscal 2016				Fiscal 2015
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Property and equipment	$	0.7	$	12.4	$	1.8	$	17.0
Indefinite-lived intangibles	7.9		7.1		15.0		5.1

The property and equipment and indefinite-lived intangibles were valued using an income approach based on the discounted cash flows expected to be generated by the underlying assets (Level 3). See Note 10 to the consolidated financial statements for additional information on Level 3 fair value measurements.