Note 5.

Restructuring Activities

On August 10, 2016, we announced the launch of Project Centennial, a comprehensive business and operational review. We are evaluating opportunities to enhance revenue growth, streamline operations, improve efficiencies, and make investments that strengthen our competitive position and improve margins over the long term. We began Project Centennial with an evaluation of our brands, product mix, and organizational structure. We then developed strategic priorities to help us capitalize on retail and consumer changes. The primary objective is to improve margins and profitably grow the top-line over time. These priorities are as follows:

Reduce costs to fuel growth. The company is focusing on reducing costs in our purchased goods and services initiative and our supply chain optimization plan. Purchased goods and services operations will be centralized to create standardization, continuously improve, and develop consistent policies and specifications. Supply chain optimization intends to reduce operational complexity and capitalize on scale. This initiative includes, and will continue to include, consulting and other third-party costs as we finalize the organizational structure. We incurred $37.3 million during fiscal 2017 and $6.3 million during fiscal 2016 of these non-restructuring consulting costs.

Develop leading capabilities. Today, we report our financial results in either the DSD Segment or the Warehouse Segment. On May 3, 2017, the company announced an enhanced organizational structure designed to provide greater focus on the company’s strategic objectives, emphasize brand growth and innovation in line with a national branded food company, drive enhanced accountability, reduce costs, and strengthen long-term strategy. The new organizational structure will establish two BUs, Fresh Bakery and Specialty/Snacking, and realign key leadership roles. The new structure also provides for centralized marketing, sales, supply chain, shared-services/administrative, and corporate strategy functions, each with clearly defined roles and responsibilities. The company intends to transition to the new structure over the next several months with full implementation expected to be completed at the beginning of fiscal 2019. We began relocating certain employees during the third quarter of fiscal 2017 as we transition to the enhanced organizational structure. Reorganization costs of $1.9 million for relocating employees were incurred during fiscal 2017 and are recorded in the restructuring and related impairment charges line item on the Consolidated Statements of Income. We anticipate incurring additional reorganization costs as we continue implementing the enhanced organizational structure. The current DSD and warehouse segmentation will remain until the new structure is fully implemented.

On July 17, 2017, the company commenced a voluntary employee separation incentive plan (the “VSIP”). The VSIP was implemented as part of our effort to restructure, streamline operations, and better position the company for profitable growth. The VSIP election period closed on September 25, 2017 and resulted in approximately 325 employees accepting the offer. The separations began on September 7, 2017, and were substantially complete by the end of fiscal 2017. We recorded an aggregate charge of $29.7 million in fiscal 2017. We paid $4.6 million of this amount during fiscal 2017, and the balance will be paid primarily during the first quarter of fiscal 2018. These charges consist primarily of employee severance and benefits-related costs and are recorded in the restructuring and related impairment charges line item on our Consolidated Statements of Income.

Reinvigorate core business. This objective is to invest in our brands to align brands to consumers to maximize our return on investment. We expect to incur significant incremental marketing costs annually for brand development. These costs will not be considered restructuring and will be recognized as incurred. Project Centennial also included a brand rationalization study to identify high-potential and established brands to focus on innovation and cash flow, respectively. The study, which concluded in our third quarter of fiscal 2017, changed the outlook for several brands and resulted in the recognition of an impairment on certain of these finite-lived and indefinite-lived intangible trademark assets in our third quarter of fiscal 2017. The total intangible asset impairment charges, which are recorded in the restructuring and related impairment charges line item in our Consolidated Statements of Income, were $66.2 million. See Note 9, Goodwill and Other Intangible Assets, for more information on these charges. Project Centennial is expected to be completed by our fiscal 2021.

On August 9, 2017, the company announced the closure of a Warehouse Segment snack cake plant in Winston-Salem, North Carolina. The bakery closed in November 2017. The closure costs were $4.4 million and consisted of $3.4 million for property, plant and equipment impairments and $1.0 million for employee termination benefits. These amounts are recorded in the restructuring and related impairment charges line item on our Consolidated Statements of Income.

The company recognized $2.0 million in severance costs related to other reorganization initiatives. These costs are not related to the VSIP and were made pursuant to the company’s normal severance policies.

Capitalize on product adjacencies. This initiative will focus on growing share in underdeveloped markets. Adjacencies are geographic and product categories that will allow us to leverage our competitive advantages. This can be done either organically with our high-potential brands or through strategic acquisitions. As of December 30, 2017, we cannot estimate how much this initiative will cost for restructuring.

See Note 24, Segment Reporting, for the allocation of restructuring charges to each of our segments. The table below presents the components of costs associated with Project Centennial (amounts in thousands):

	Fiscal 2017
Restructuring and related impairment charges:
Reorganization costs	$	1,925
VSIP		29,665
Impairment of assets		69,601
Employee termination benefits		2,939
Restructuring and related impairment charges (1)		104,130
Project Centennial implementation costs (2)		37,306
Total Project Centennial restructuring and implementation costs	$	141,436

(1)	Presented on our Consolidated Statements of Income.

(2)	Costs are recorded in the selling, distribution, and administrative expenses line item of our Consolidated Statements of Income.

The table below presents the components of, and changes in, our restructuring accruals (amounts in thousands):

	VSIP			Employee termination benefits⁽¹⁾			Impairment of assets⁽²⁾			Reorganization costs⁽³⁾			Total
Liability balance at December 31, 2016	$	—		$	—		$	—		$	—		$	—
Charges		29,665			2,939			69,601			1,925			104,130
Cash payments		(4,643	)		(2,471	)		—			(1,925	)		(9,039	)
Non-cash impairments		—			—			(69,601	)		—			(69,601	)
Liability balance (4) at December 30, 2017	$	25,022		$	468		$	—		$	—		$	25,490

(1)	Employee termination benefits not related to the VSIP.

(2)	Asset impairments are a non-cash expense recorded as a reduction to intangible assets and property, plant, and equipment. These transactions did not impact the liability balance.

(3)	Reorganization costs include employee relocation expenses.

(4)	Recorded in the other accrued current liabilities line item of our Consolidated Balance Sheets.