NOTE 5 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Acquisition, integration and restructuring expenses are comprised of costs related to the fiscal 2018 acquisition of TS as well as restructuring costs related to the Global Business Optimization Program which was initiated in fiscal 2019.

Acquisition of TS

Acquisition, integration and restructuring expenses related to the acquisition of TS are primarily comprised of restructuring costs, IT related costs, professional services, transaction related costs and other costs. Restructuring costs are comprised of severance and facility exit costs. IT related costs consist primarily of data center and non-ERP application migration and integration costs, as well as, IT related professional services. Professional services are primarily comprised of integration related activities, including professional fees for project management, accounting, tax and other consulting services. Transaction related costs primarily consist of investment banking fees, legal expenses and due diligence costs incurred in connection with the completion of the transaction. Other costs includes payroll related costs including retention, stock compensation, relocation and travel expenses, incurred as part of the integration of TS. For the nine months ended October 31, 2018, other costs are partially offset by the gain recorded related to the settlement agreement with Avnet (see Note 4 – Acquisitions for further discussion).

Acquisition, integration and restructuring expenses for the three and nine months ended October 31, 2018 and 2017 related to the acquisition of TS are comprised of the following:



	Three months ended October 31,				Nine months ended October 31,
	2018		2017		2018		2017
(in thousands)
Restructuring costs	$	1,618	$	6,861	$	16,267	$	24,188
IT related costs	2,120		5,688		10,606		12,044
Professional services	807		9,622		5,213		30,691
Transaction related costs	268		1,925		1,461		19,154
Other costs	2,340		5,652		1,785		15,854
Total	$	7,153	$	29,748	$	35,332	$	101,931

During the three months ended October 31, 2018 and 2017, the Company recorded restructuring costs in Europe of $1.6 million and $4.9 million, respectively. During the three months ended October 31, 2017, the Company recorded restructuring costs in the Americas of $2.0 million. During the nine months ended October 31, 2018 and 2017, the Company recorded restructuring costs in the Americas of $3.6 million and $12.4 million, respectively, and in Europe of $12.7 million and $11.8 million, respectively. The accrued restructuring charges are included in “accrued expenses and other liabilities” in the Consolidated Balance Sheet.

Restructuring activity during the nine months ended October 31, 2018 related to the acquisition of TS is as follows:



	Nine months ended October 31, 2018
	Severance			Facility Exit Costs			Total
(in thousands)
Balance at January 31, 2018	$	13,366		$	1,630		$	14,996
Fiscal 2019 restructuring expenses	13,238			3,029			16,267
Cash payments	(17,277		)	(2,015		)	(19,292		)
Foreign currency translation	(1,011		)	(228		)	(1,239		)
Balance at October 31, 2018	$	8,316		$	2,416		$	10,732

Global Business Optimization Program

On August 29, 2018, the Company's Board of Directors approved the Global Business Optimization Program (the "GBO Program") to increase investment in the Company’s strategic priorities and implement operational initiatives to drive productivity and enhance profitability. Under the GBO Program, the Company expects to incur cash charges of approximately $70 million to $80 million, primarily comprised of $40 million to $45 million of charges in Europe and $30 million to $35 million of charges in the Americas. The majority of these charges will be incurred prior to the end of fiscal 2020. The cash charges primarily consist of severance costs, and also include professional services and other costs.

Restructuring expenses for the three and nine months ended October 31, 2018 related to the GBO Program are comprised of the following:



	Three months ended October 31,		Nine months ended October 31,
	2018		2018
(in thousands)
Severance costs	$	8,741	$	17,615
Professional services	4,383		13,852
Total	$	13,124	$	31,467

During the three months ended October 31, 2018, the Company recorded restructuring costs related to the GBO Program of $2.5 million in the Americas, $10.1 million in Europe and $0.5 million in Asia-Pacific. During the nine months ended October 31, 2018, the Company recorded restructuring costs of $9.8 million in the Americas, $21.0 million in Europe and $0.7 million in Asia-Pacific. The accrued restructuring charges are included in “accrued expenses and other liabilities” in the Consolidated Balance Sheet.

Restructuring activity during the nine months ended October 31, 2018 related to the GBO Program is as follows:



	Nine months ended October 31, 2018
	Severance			Professional Services			Total
(in thousands)
Fiscal 2019 restructuring expenses	$	17,615		$	13,852		$	31,467
Cash payments	(6,036		)	(4,046		)	(10,082		)
Foreign currency translation	(605		)	(112		)	(717		)
Balance at October 31, 2018	$	10,974		$	9,694		$	20,668