RESTRUCTURING ACTIVITIES

2017 Plan

Beginning in the second quarter of fiscal 2017, the Company implemented certain organizational changes and initiated the sale of certain assets and a change to the distribution model for certain brands (the “2017 Plan”). See Note 16 for additional information on the divestitures and distribution model changes. The Company currently estimates pretax charges related to the 2017 Plan will range from $8.5 million to $12.0 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 $11.0 million as a result of the 2017 Plan. Costs incurred related to the 2017 Plan have been recorded within the Corporate category. The cumulative costs incurred is $6.5 million, with $1.0 million recorded in the restructuring costs line item as a component of cost of goods sold, and $5.5 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 the first three quarters of fiscal 2017, with respect to a reserve established by the Company in connection with the 2017 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 31, 2016	$	—		$	—		$	—		$	—
Restructuring costs	3.8			1.6			1.1			6.5
Amounts paid	(1.7		)	—			—			(1.7		)
Charges against assets	—			(1.6		)	(1.0		)	(2.6		)
Balance at September 30, 2017	$	2.1		$	—		$	0.1		$	2.2

2016 Plan

On October 6, 2016, the Board of Directors of the Company approved a realignment of the Company’s consumer-direct operations (the “2016 Plan”), which will result in the closure of certain retail stores. The Company has closed 239 retail stores in connection with the 2016 Plan through the end of the third quarter of fiscal 2017 and plans to close approximately 27 additional stores through the end of fiscal 2017. The Company currently estimates pretax charges related to the 2016 Plan will range from $73.0 million to $76.0 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. Costs incurred related to the 2016 Plan have been recorded within the Corporate category. The cumulative costs incurred is $72.6 million, with $10.0 million recorded in the restructuring costs line item as a component of cost of goods sold, and $62.6 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 the first three quarters of fiscal 2017, 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			Impairment of property and equipment			Costs associated with exit or disposal activities			Total
Balance at December 31, 2016	$	0.8		$	—		$	1.2		$	2.0
Restructuring costs	3.2			8.0			55.6			66.8
Amounts paid	(3.8		)	—			(50.7		)	(54.5		)
Charges against assets	—			(8.0		)	(3.8		)	(11.8		)
Balance at September 30, 2017	$	0.2		$	—		$	2.3		$	2.5

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 $48.8 million, with $6.5 million recorded in the restructuring costs line item as a component of cost of goods sold, and $42.3 million recorded in the restructuring and impairment costs line item as a component of operating expenses. Subsequent to the end of the third quarter of fiscal 2017, the Company paid the remaining restructuring reserve that was related to a lease liability.

The following is a summary of the activity during the first three quarters of fiscal 2017 and fiscal 2016, 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 January 2, 2016	$	2.1		$	—		$	6.5		$	8.6
Restructuring and impairment costs	1.2			0.2			9.6			11.0
Amounts paid	(3.3		)	—			(5.7		)	(9.0		)
Charges against assets	—			(0.2		)	(6.9		)	(7.1		)
Balance at September 10, 2016	$	—		$	—		$	3.5		$	3.5

Balance at December 31, 2016	$	—		$	—		$	1.7		$	1.7
Restructuring and impairment costs (gain)	—			—			(0.7		)	(0.7		)
Amounts paid	—			—			(0.3		)	(0.3		)
Balance at September 30, 2017	$	—		$	—		$	0.7		$	0.7

Other Restructuring Activities

During the first three quarters of fiscal 2017 and fiscal 2016, the Company recorded restructuring costs of $1.3 million and $6.3 million, respectively, in connection with certain organizational changes. The costs associated with these restructuring activities were recorded within the Company’s Corporate category in the restructuring and impairment costs line item as a component of operating expenses.

During the 36 weeks ended September 10, 2016, the Company recorded restructuring costs of $0.3 million related to its decision to wind-down operations of its Cushe^® brand. The Company recorded these costs within its Corporate category in the restructuring and impairment costs line item as a component of operating expenses.