RESTRUCTURING COSTS

Restructuring costs for the three and nine months ended March 31, 2017 and 2016 are presented below:



	Three Months Ended March 31,					Nine Months Ended March 31,
	2017			2016		2017		2016
Global Integration Activities	$	156.5		$	—	$	170.1	$	—
Acquisition Integration Program	(0.7		)	1.4		3.9		47.0
Organizational Redesign	(0.1		)	4.6		4.4		28.0
Other Restructuring	0.1			0.6		0.6		4.3
Total	$	155.8		$	6.6	$	179.0	$	79.3

Global Integration Activities

In connection with the acquisition of the P&G Beauty Business, the Company anticipates that it will incur restructuring and related costs aimed at integrating and optimizing the combined organization (“Global Integration Activities”).

Of the expected costs, the Company incurred $183.7 related to approved initiatives in the nine months ended March 31, 2017:



	Cost of sales ^(a)		Selling, general and administrative ^(b)		Restructuring		Total
Nine months ended March 31,	$	8.1	$	5.5	$	170.1	$	183.7

^(a)Primarily related to inventory buyback associated with the conversion of P&G distributors and accelerated depreciation.

^(b)Other business realignment costs, including legal and consulting costs.

The related liability balance and activity for the Global Integration Activities restructuring costs are presented below:



	Severance and Employee Benefits			Third-Party Contract Terminations		Other Exit Costs			Total Program Costs
Balance—July 1, 2016	$	—		$	—	$	—		$	—
Restructuring charges	158.7			10.6		0.8			170.1
Acquisition ^(a)	1.8			—		10.0			11.8
Payments	(6.6		)	—		(2.1		)	(8.7		)
Effect of exchange rates	(0.9		)	—		—			(0.9		)
Balance—March 31, 2017	$	153.0		$	10.6	$	8.7		$	172.3

^(a)The Company incurred exit and disposal costs primarily related to an acquired lease, as well as employee separations initiated as a result of the P&G Beauty Business acquisition.

The Company currently estimates that the total remaining accrual of $172.3 will result in cash expenditures of approximately $32.9, $111.4, $22.5 and $5.5 in fiscal 2017, 2018, 2019 and 2020, respectively.

Acquisition Integration Program

In the first quarter of fiscal 2016, the Company’s Board of Directors (the “Board”) approved an expansion to a restructuring program in connection with the acquisition of the Bourjois brand (the “Acquisition Integration Program”). Actions associated with the program were initiated after the acquisition of Bourjois and are expected to be substantially completed by the end of fiscal 2017. The Company anticipates the Acquisition Integration Program will result in pre-tax restructuring and related costs of approximately $65.0, all of which will result in cash payments. The Company incurred $61.5 of restructuring costs life-to-date as of March 31, 2017, which have been recorded in Corporate.

Restructuring costs in the Company’s Condensed Consolidated Statements of Operations for the three months ended September 30, 2016 included a curtailment gain of $1.8, recognized in connection with involuntary employee terminations as part of the Acquisition Integration Program. This gain resulted in a corresponding decrease to the net pension liability as of March 31, 2017. Refer to Note 16 — Employee Benefit Plans for further information.

The related liability balance and activity for the Acquisition Integration Program costs are presented below:



	Severance and Employee Benefits			Third-Party Contract Terminations			Other Exit Costs			Total Program Costs
Balance—July 1, 2016	$	35.7		$	7.6		$	0.1		$	43.4
Restructuring charges	0.8			—			6.6			7.4
Payments	(8.7		)	(3.7		)	(2.0		)	(14.4		)
Changes in estimates	(0.8		)	(0.9		)	—			(1.7		)
Effect of exchange rates	(1.0		)	(0.1		)	(0.4		)	(1.5		)
Balance—March, 31, 2017	$	26.0		$	2.9		$	4.3		$	33.2

The Company currently estimates that the total remaining accrual of $33.2 will result in cash expenditures of approximately $4.5, $26.1, $1.3 and $1.3 in fiscal 2017, 2018, 2019 and 2020, respectively.

Organizational Redesign

During the fourth quarter of fiscal 2014, the Board approved a program associated with a new organizational structure (“Organizational Redesign”) that aims to reinforce the Company’s growth path and strengthen its position as a new global leader and challenger in the beauty industry. The Company anticipates that the Organizational Redesign will result in pre-tax restructuring and related costs of $145.0 to $180.0, all of which will result in cash payments. The Company anticipates substantial completion of all project activities by the end of fiscal 2017, with the remaining costs primarily charged to Corporate. The Company incurred $110.5 of restructuring costs life-to-date as of March 31, 2017, which have been recorded in Corporate. The Company incurred $35.3 of other business realignment costs life-to-date as of March 31, 2017 which have been primarily reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations in Corporate.

The related liability balance and activity for the Organizational Redesign costs are presented below:



	Severance and Employee Benefits			Third-Party Contract Terminations		Other Exit Costs			Total Program Costs
Balance—July 1, 2016	$	33.6		$	0.4	$	0.5		$	34.5
Restructuring charges	6.2			—		—			6.2
Payments	(27.6		)	—		(0.2		)	(27.8		)
Changes in estimates	(1.8		)	—		—			(1.8		)
Effect of exchange rates	—			—		(0.2		)	(0.2		)
Balance—March, 31, 2017	$	10.4		$	0.4	$	0.1		$	10.9

The Company currently estimates that the total remaining accrual of $10.9 will result in cash expenditures of $6.0 and $4.9 in fiscal 2017 and 2018, respectively.

Other Restructuring

Other restructuring primarily relates to the Company’s programs to integrate supply chain and selling activities, which were substantially completed during fiscal 2016 with cash payments expected to continue through fiscal 2018. The Company incurred expenses of $0.6 and $4.3 during the nine months ended March 31, 2017 and 2016, respectively. The related liability balances were $4.5 and $6.2 at March 31, 2017 and June 30, 2016, respectively. The Company currently estimates that the total remaining accrual of $4.5 will result in cash expenditures of approximately $3.2 and $1.3 in fiscal 2017 and 2018, respectively.

In connection with the acquisition of the P&G Beauty Business, the Company assumed restructuring liabilities of approximately $8.8 at October 1, 2016. The Company estimates that the remaining accrual of $7.1 at March 31, 2017 will result in cash expenditures of $4.9 and $2.2 in fiscal 2017 and 2018, respectively.