RESTRUCTURING, ACQUISITION, AND INTEGRATION RELATED EXPENSES

Restructuring, acquisition, and integration related expenses incurred were as follows:



	13-Week Period Ended		39-Week Period Ended
(in thousands)	April 27, 2019		April 27, 2019
2019 SUPERVALU INC. restructuring expenses	$	12,257	$	66,423
Acquisition and integration costs	6,084		47,500
Closed property charges	1,097		20,644
Total	$	19,438	$	134,567

Closed Property Reserves

Changes in reserves for closed properties, included additions noted above, consisted of the following:



(in thousands)	April 27, 2019 (39 weeks)
Reserves for closed properties at beginning of the fiscal year	$	—
Acquired liabilities	34,426
Additions, accretion and changes in estimates	17,861
Payments	(8,021		)
Reserves for closed properties at the end of the fiscal period	$	44,266

Reserves for closed property are included in the Condensed Consolidated Balance Sheets within Accrued expenses and other current liabilities and Other long-term liabilities. Closed property charges recorded in fiscal 2019 year-to-date primarily relate to 17 retail stores, including certain Shop ‘n Save and Shop ‘n Save East branded stores, and are net of estimated sublease assumptions.

Restructuring Programs

The following is a summary of the restructuring reserves by reserve type included in the Condensed Consolidated Balance Sheets, primarily within Accrued compensation and benefits for severance and other employee separation costs and tax payments, within Accrued expenses and other current liabilities for the current portion of closed property reserves and within Other long-term liabilities for the long-term portion of closed property reserves.



(in thousands)	2019 SUPERVALU INC.			2018 Earth Origins Market			Total
Balances at July 28, 2018	$	—		$	2,219		$	2,219
Restructuring program charge⁽¹⁾	66,423			—			66,423
Acquired restructuring liability	6,193			—			6,193
Cash payments	(58,005		)	(2,219		)	(60,224		)
Balances at April 27, 2019	$	14,611		$	—		$	14,611

Cumulative program charges incurred from inception to date	$	66,423		$	2,219		$	68,642


(1)	Includes $40.0 million of charges related to change-in-control expense to satisfy outstanding equity awards and severance related costs.

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 Company expects to incur approximately $2 million of additional restructuring expense for the remainder of fiscal 2019. The estimate of additional restructuring expense does not include costs and charges that may be incurred related to the divestiture of retail operations, which may be material, including multiemployer plan charges, severance costs, store closure charges, and related costs. The extent of these costs and charges will be determined based on outcomes achieved under the divestiture process. At this time, however, the Company is unable to make an estimate with reasonable certainty of the amount or type of costs and charges expected to be incurred in connection with the foregoing actions.

2018 Earth Origins Market

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 related to its Earth Origins Market Retail business. Based on this decision, the Company recorded restructuring costs of $2.2 million during fiscal 2018. In the fourth quarter of fiscal 2018, the Earth Origins Retail business was sold and the Company recorded a loss on disposition of assets of $2.7 million.