RESTRUCTURING, ACQUISITION, AND INTEGRATION RELATED EXPENSES

2019 SUPERVALU INC. As part of its acquisition of Supervalu and in order to achieve synergies from this combination, the Company is taking certain actions, which began during the first quarter of fiscal 2019 and will continue through at least fiscal 2020 to: (i) review its organizational structure and the strategic needs of the business going forward to identify and place talent with the appropriate skills, experience and qualifications to meet these needs; and (ii) dispose of and exit the Supervalu legacy retail operations, as efficiently and economically as possible in order to focus on the Company’s core wholesale distribution business. Actions associated with retail divestitures and adjustments to the Company’s core cost-structure for its wholesale food distribution business are expected to result in headcount reductions and other costs and charges.

The following is a summary of the restructuring costs the Company recorded related to the actions in fiscal 2019, the payments and other adjustments related to these costs and the remaining liability as of October 27, 2018 (in thousands):



	Restructuring Costs Recorded in Fiscal 2019		Acquired Restructuring Liability		Payments and Other Adjustments		Restructuring Cost Liability as of October 27, 2018
Severance and other employee separation and transition costs⁽¹⁾	$	34,966	$	6,193	$	—	$	41,159
Tax payments	1,028		—		—		1,028
Other	75		—		—		75
Total	$	36,069	$	6,193	$	—	$	42,262


(1)	Includes $33.8 million of charges related to change-in-control expense to satisfy outstanding equity awards and severance related costs.

The Company also incurred acquisition costs of approximately $25.6 million and integration costs of $6.3 million, during the first quarter of fiscal 2019. The Company expects to incur approximately $12 million of additional restructuring expense throughout the remainder of fiscal 2019.

2018 Earth Origins Market. During the fiscal year ended July 28, 2018, the Company recorded restructuring and asset impairment expenses of $16.1 million, including a loss on the disposition of assets of approximately $2.7 million, related to the Company’s Earth Origins Market retail business. During the second quarter of fiscal 2018 the Company made the decision to close three non-core, under-performing stores of its total twelve stores. Based on this decision, coupled with the decline in results in the first half of fiscal 2018 and the future outlook as a result of competitive pressure, the Company determined that both a test for recoverability of long-lived assets and a goodwill impairment analysis should be performed. The determination of the need for a goodwill analysis was based on the assertion that it was more likely than not that the fair value of the reporting unit was below its carrying amount. As a result of both these analyses, the Company recorded a total impairment charge of $3.4 million on long-lived assets and $7.9 million to goodwill, respectively, during the second quarter of fiscal 2018. During the fourth quarter of fiscal 2018 the Company disposed of its Earth Origins retail business. The Company recorded restructuring costs of $2.2 million during fiscal 2018.

The following is a summary of the restructuring costs the Company recorded related to Earth Origins in fiscal 2018, the payments and other adjustments related to these costs and the remaining liability as of October 27, 2018 (in thousands):



	Restructuring Costs Recorded in Fiscal 2018		Payments and Other Adjustments			Restructuring Cost Liability as of October 27, 2018
Severance and closure costs	$	819	$	(626	)	$	193
Lease termination and facility closing costs	1,400		(1,400		)	—
Total	$	2,219	$	(2,026	)	$	193

2017 Cost Saving and Efficiency Initiatives. During fiscal 2017, the Company announced a restructuring program in conjunction with various cost saving and efficiency initiatives, including the planned opening of a shared services center. The Company recorded total restructuring costs of $6.9 million during the fiscal year ended July 29, 2017, all of which was recorded in the second half of fiscal 2017. Of the total restructuring costs recorded, $6.6 million was primarily related to severance and other employee separation and transition costs and $0.3 million was due to an early lease termination and facility closing costs for the Company’s Gourmet Guru facility in Bronx, New York. During fiscal 2018, the Company performed an analysis on the remaining restructuring cost liability and as a result, recorded a benefit of $0.1 million which is included in “payments and other adjustments” in the table below.

The following is a summary of the restructuring costs the Company recorded in fiscal 2017, the payments and other adjustments related to these costs and the remaining liability as of October 27, 2018 (in thousands):



	Restructuring Costs Recorded in Fiscal 2017		Payments and Other Adjustments			Restructuring Cost Liability as of October 27, 2018
Severance and other employee separation and transition costs	$	6,606	$	(6,341	)	$	265
Early lease termination and facility closing costs	258		(258		)	—
Total	$	6,864	$	(6,599	)	$	265