RESTRUCTURING

On February 5, 2014, the Company's Board of Directors (the “Board”) endorsed a global productivity initiative designed to streamline operations and fuel long-term profitable growth. On March 26, 2014, the Company announced and began to implement the global productivity initiative, which will continue to be implemented through the end of 2015.

The first phase of the global productivity initiative included the elimination of approximately 800 positions within the Company’s global non-retail and non-manufacturing employee population, as well as initiating centrally-led cost-savings and productivity projects. The role eliminations reflect a reduction of management layers, an increase in spans of control, the removal of duplicative roles, a regrouping of country clusters and other structural changes. The elimination of positions was completed during the second and third quarters of 2014. Implementation of the global productivity initiative continued in the second and third quarters of 2014 with a focus on redesigning business processes and identifying opportunities to reduce costs, increase efficiencies and further streamline processes in supporting functions and supply chain.

For the three and nine months ended August 24, 2014, the Company recognized restructuring charges, net, of $2.4 million and $79.4 million, respectively, which were recorded in "Restructuring, net" in the Company's consolidated statements of income. Related charges of $7.5 million and $23.3 million for the three and nine months ended August 24, 2014, respectively, consist primarily of consulting fees for the Company's centrally-led cost-savings and productivity projects. These related charges represent costs incurred associated with ongoing operations to benefit future periods and were recorded in "Selling, general and administrative expenses" in the Company's consolidated statements of income. Cash payments for charges recognized to date are expected to be made primarily in 2014 through the first half of 2015.

The table below summarizes the components of charges included in “Restructuring, net” in the Company’s consolidated statements of income:



	Three Months Ended					Nine Months Ended
	August 24, 2014			August 25, 2013		August 24, 2014			August 25, 2013
	(Dollars in thousands)
Restructuring, net:
Severance and employee-related benefits⁽¹⁾	$	2,817		$	—	$	67,566		$	—
Adjustments to severance and employee-related benefits	(1,765		)	—		(4,810		)	—
Lease and other contract termination costs	—			—		—			—
Other⁽²⁾	3,108			—		13,269			—
Non-cash pension and postretirement curtailment (gains) losses⁽³⁾	(1,789		)	—		3,386			—
Total	$	2,371		$	—	$	79,411		$	—

_____________


(1)	Severance and employee-related benefits relate to items such as severance, based on separation benefits provided by Company policy or statutory benefit plans, out-placement services and career counseling for employees affected by the global productivity initiative.


(2)	Other restructuring costs are expensed as incurred and primarily relate to consulting fees and legal expenses associated with exit activities.


(3)	Non-cash pension and postretirement curtailment gains or losses resulting from the global productivity initiative are included in restructuring charges, with the associated liabilities included in "Pension liability" and "Postretirement medical benefit" in the Company's consolidated balance sheets.

The Company anticipates that it will incur additional restructuring charges in the fourth quarter of 2014 related to the next phase of the global productivity initiative. Cash payments for these additional charges are not expected to be made in the fourth quarter of 2014.

The Company is unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, for additional actions associated with the global productivity initiative. Final estimates for headcount, timing and charges in certain areas of the international business are subject to completion of applicable local works council and other consultative processes.

The following table summarizes the activities associated with restructuring liabilities for the three and nine months ended August 24, 2014. In the table below, "Charges" represents the initial charge related to the restructuring activity. "Adjustments" includes revisions of estimates related to severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs. "Payments" consists of cash payments for severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs.



	Three Months Ended August 24, 2014
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	May 25, 2014		Charges		Adjustments			Payments			Foreign Currency Fluctuation			August 24, 2014
	(Dollars in thousands)

Severance and employee-related benefits	$	47,376	$	2,817	$	(1,765	)	$	(12,135	)	$	(725	)	$	35,568
Lease and other contract termination costs	—		—		—			—			—			—
Other	2,373		3,108		—			(2,865		)	—			2,616
Total	$	49,749	$	5,925	$	(1,765	)	$	(15,000	)	$	(725	)	$	38,184

Current portion	$	49,749												$	37,834
Long-term portion	—													350
Total	$	49,749												$	38,184

	Nine Months Ended August 24, 2014
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	November 24, 2013		Charges		Adjustments			Payments			Foreign Currency Fluctuation			August 24, 2014
	(Dollars in thousands)

Severance and employee-related benefits	$	—	$	67,566	$	(4,810	)	$	(25,613	)	$	(1,575	)	$	35,568
Lease and other contract termination costs	—		—		—			—			—			—
Other	—		13,269		—			(10,653		)	—			2,616
Total	$	—	$	80,835	$	(4,810	)	$	(36,266	)	$	(1,575	)	$	38,184

Current portion	$	—												$	37,834
Long-term portion	—													350
Total	$	—												$	38,184