Restructuring, integration and other expenses

Fiscal 2014

During fiscal 2014, the Company took certain actions in an effort to reduce future operating costs including activities necessary to achieve planned synergies from recently acquired businesses. In addition, the Company incurred integration and other costs primarily associated with acquired or divested businesses and for the consolidation of facilities. The following table presents the restructuring, integration and other expenses incurred during fiscal 2014:



	Year Ended
	June 28, 2014
	(Thousands)
Restructuring expenses	$	65,749
Integration costs	20,455
Other costs including acquisition costs	8,767
Changes in estimates for prior year restructuring liabilities	(348		)
Restructuring, integration and other expenses before tax	$	94,623
Restructuring, integration and other expenses after tax	$	70,773
Restructuring, integration and other expenses per share on a diluted basis	$	0.50

The activity related to the restructuring liabilities established during fiscal 2014 is presented in the following table:



	Severance			Facility Exit Costs and Asset Impairments			Other			Total
	(Thousands)
Fiscal 2014 restructuring expenses	$	53,260		$	11,608		$	881		$	65,749
Cash payments	(29,191		)	(3,028		)	(9		)	(32,228		)
Non-cash amounts	(260		)	(4,906		)	(538		)	(5,704		)
Other, principally foreign currency translation	(65		)	23			10			(32		)
Balance at June 28, 2014	$	23,744		$	3,697		$	344		$	27,785

Severance expense recorded in fiscal 2014 related to the reduction, or planned reduction, of over 1,100 employees, primarily in operations, sales and business support functions, in connection with cost reduction actions taken in both operating groups, including reductions in recently acquired or integrated businesses. Facility exit costs primarily consists of liabilities for remaining lease obligations and the impairment of long-lived assets for facilities and information technology systems the Company has ceased using. Other restructuring costs related primarily to other miscellaneous restructuring and exit costs. Of the $65.7 million in restructuring expenses recorded during fiscal 2014, $41.3 million related to EM, $23.1 million related to TS and $1.3 million related to corporate business support functions. As of June 28, 2014, management expects the majority of the remaining severance, facility exit costs and other liabilities to be paid by the end of fiscal 2015.

Integration costs are primarily related to the integration of acquired businesses, integration of regional business units and incremental costs incurred as part of the consolidation, relocation and closure of warehouse and office facilities. Integration costs include consulting costs for information technology system and business operation integration assistance, facility moving costs, legal fees, travel, meeting, marketing and communication costs that are incrementally incurred as a result of such integration activities. Also included in integration costs are incremental salary costs specific to integration, consolidation and closure activities. Other costs consists primarily of professional fees incurred for acquisitions, additional costs incurred for businesses divested or exited in current or prior periods, any ongoing facilities operating costs associated with the consolidation, relocation and closure of facilities once such facilities have been vacated or substantially vacated, and other miscellaneous costs that relate to restructuring, integration and other expenses. Integration and other costs in fiscal 2014 were comprised of many different costs, none of which were individually material.

Fiscal 2013

During fiscal 2013, the Company incurred restructuring expenses related to various restructuring actions intended to reduce costs in response to the then current market conditions. The following table presents the restructuring, integration and other expenses incurred during fiscal 2013:



	Year Ended
	June 29, 2013
	(Thousands)
Restructuring expenses	$	120,048
Integration costs	35,742
Other costs including acquisition costs	(3,224		)
Changes in estimates for prior year restructuring liabilities	(3,065		)
Restructuring, integration and other expenses before tax	$	149,501
Restructuring, integration and other expenses after tax	$	116,382
Restructuring, integration and other expenses per share on a diluted basis	$	0.83

The fiscal 2014 activity related to the remaining restructuring liabilities established during fiscal 2013 is presented in the following table:



	Severance			Facility Exit Costs and Asset Impairments			Other			Total
	(Thousands)
Balance at June 29, 2013	$	25,254		$	16,211		$	370		$	41,835
Cash payments	(20,137		)	(7,672		)	(326		)	(28,135		)
Changes in estimates, net	(2,283		)	(1,601		)	963			(2,921		)
Non-cash amounts	—			928			(485		)	443
Other, principally foreign currency translation	166			408			89			663
Balance at June 28, 2014	$	3,000		$	8,274		$	611		$	11,885

Of the $120.0 million in restructuring expenses recorded during fiscal 2013, $68.9 million related to EM, $48.0 million related to TS and $3.1 million related to corporate business support functions. As of June 28, 2014, management expects the majority of the remaining severance, facility exit and other liabilities to be utilized by the end of fiscal 2015.

Integration costs incurred related primarily to the integration of acquired businesses and incremental costs incurred as part of the consolidation and closure of certain office and warehouse facilities.

Other costs incurred during fiscal 2013 related primarily to professional fees for advisory services and legal and accounting due diligence procedures and other legal costs associated with acquisitions. Included in other costs is a benefit of $11.2 million related to a change in estimate for a contingent consideration liability for which payment was no longer expected.

Fiscal 2012

During fiscal 2012, the Company incurred expenses to reduce costs, including costs related to the acquisition and integration activities associated with acquired businesses as follows:



	Year Ended
	June 30, 2012
	(Thousands)
Restructuring expenses	$	50,253
Integration costs	9,392
Other costs including acquisition costs	17,226
Changes in estimates for prior year restructuring liabilities	(3,286		)
Restructuring, integration and other expenses before tax	$	73,585
Restructuring, integration and other expenses after tax	$	52,963
Restructuring, integration and other expenses per share on a diluted basis	$	0.35

Of the $50.3 million in restructuring expenses recorded during fiscal 2012, $27.5 million related to EM and $22.8 million related to TS.

Other costs incurred during fiscal 2012 related primarily to professional fees for advisory and broker services, legal and accounting due diligence, and other legal costs associated with acquisitions. Other costs also included $6.7 million for legal claims associated with acquired and divested businesses.

As of June 29, 2013, there was $4.7 million of restructuring liabilities remaining related to restructuring actions taken in fiscal years 2012 and prior, the majority of which relates to facility exit costs. The remaining balance for such historical restructuring liabilities as of June 28, 2014 was $1.2 million, which is expected to be paid by the end of fiscal 2016.