6. Restructuring, Impairment and Other Charges

Restructuring, Impairment and Other Charges Recognized in Results of Operations

For the three months ended June 30, 2014 and 2013, the Company recorded the following net restructuring, impairment and other charges:

			Other		Total
Three Months Ended	Employee		Restructuring		Restructuring				Other
June 30, 2014	Terminations		Charges		Charges		Impairment		Charges		Total
Publishing and Retail Services	$	0.2	$	1.7	$	1.9	$	1.4	$	—	$	3.3
Variable Print		3.0		2.5		5.5		0.7		—		6.2
Strategic Services		1.4		1.0		2.4		—		3.8		6.2
International		2.9		0.1		3.0		1.0		—		4.0
Corporate		1.6		1.5		3.1		—		—		3.1
Total	$	9.1	$	6.8	$	15.9	$	3.1	$	3.8	$	22.8

			Other		Total
Three Months Ended	Employee		Restructuring		Restructuring				Other
June 30, 2013	Terminations		Charges		Charges		Impairment		Charges		Total
Publishing and Retail Services	$	—	$	1.2	$	1.2	$	1.3	$	—	$	2.5
Variable Print		0.4		6.2		6.6		0.1		—		6.7
Strategic Services		1.6		0.6		2.2		1.4		—		3.6
International		3.9		0.8		4.7		0.9		—		5.6
Corporate		1.4		—		1.4		—		—		1.4
Total	$	7.3	$	8.8	$	16.1	$	3.7	$	—	$	19.8

For the six months ended June 30, 2014 and 2013, the Company recorded the following net restructuring, impairment and other charges:

			Other		Total
Six Months Ended	Employee		Restructuring		Restructuring				Other
June 30, 2014	Terminations		Charges		Charges		Impairment		Charges		Total
Publishing and Retail Services	$	0.4	$	3.8	$	4.2	$	3.6	$	16.3	$	24.1
Variable Print		14.1		3.4		17.5		5.2		4.1		26.8
Strategic Services		2.4		1.5		3.9		—		3.9		7.8
International		4.0		0.6		4.6		1.0		—		5.6
Corporate		2.1		1.6		3.7		—		—		3.7
Total	$	23.0	$	10.9	$	33.9	$	9.8	$	24.3	$	68.0

			Other		Total
Six Months Ended	Employee		Restructuring		Restructuring				Other
June 30, 2013	Terminations		Charges		Charges		Impairment		Charges		Total
Publishing and Retail Services	$	3.5	$	7.8	$	11.3	$	4.5	$	—	$	15.8
Variable Print		1.8		7.2		9.0		0.4		—		9.4
Strategic Services		1.6		1.3		2.9		1.8		—		4.7
International		5.6		1.3		6.9		0.7		—		7.6
Corporate		3.6		1.0		4.6		0.4		—		5.0
Total	$	16.1	$	18.6	$	34.7	$	7.8	$	—	$	42.5

Restructuring and Impairment Charges

For the three and six months ended June 30, 2014, the Company recorded net restructuring charges of $9.1 million and $23.0 million, respectively, for employee termination costs for 408 employees, of whom 353 were terminated as of June 30, 2014. These charges primarily related to the integration of Consolidated Graphics, including the closure of six Consolidated Graphics facilities as well as one additional facility closure within the Variable Print segment, one facility closure in the Publishing and Retail Services segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $6.8 million and $10.9 million, respectively, for the three and six months ended June 30, 2014, including charges related to multi-employer pension plan withdrawal obligations as a result of facility closures. For the three and six months ended June 30, 2014, the Company also recorded $3.1 million and $9.8 million, respectively, of impairment charges primarily related to buildings, machinery and equipment and trade names associated with facility closings. The fair values of the buildings and machinery and equipment were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions with real estate brokers, review of comparable properties, if available, discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions.

For the three and six months ended June 30, 2013, the Company recorded net restructuring charges of $7.3 million and $16.1 million, respectively, for employee termination costs for 579 employees, substantially all of whom were terminated as of June 30, 2014. These charges primarily related to the closing of one manufacturing facility within each of the Publishing and Retail Services and Variable Print segments and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $8.8 million and $18.6 million, respectively, for the three and six months ended June 30, 2013, including charges related to multi-employer pension plan withdrawal obligations. For the three and six months ended June 30, 2013, the Company also recorded $3.7 million and $7.8 million, respectively, of impairment charges primarily related to buildings and machinery and equipment associated with facility closings.

Other Charges

For the three and six months ended June 30, 2014, the Company recorded other charges of $3.8 million and $24.3 million, respectively, as a result of its decision to withdraw from certain multi-employer pension plans serving facilities that are currently operating. These charges for multi-employer pension plan withdrawal obligations, unrelated to facility closures, represent the Company’s best estimate of the expected settlement of these withdrawal liabilities. The total liabilities for the withdrawal obligations associated with the Company’s decision to withdraw from certain multi-employer pension plans included in accrued liabilities and other noncurrent liabilities are $4.7 million and $90.6 million, respectively, as of June 30, 2014.

It is reasonably possible that the Company will withdraw from the remaining multi-employer pension plan in which it participates in the near term, with a potential liability estimated to range from $5 million to $8 million in the aggregate.

The Company’s withdrawal liabilities could be affected by the financial stability of other employers participating in the plans and any decisions by those employers to withdraw from the plans in the future. While it is not possible to quantify the potential impact of future events or circumstances, reductions in other employers’ participation in multi-employer pension plans, including certain plans from which the Company has previously withdrawn, could have a material impact on the Company’s previously estimated withdrawal liabilities, consolidated results of operations, financial position or cash flows.

Restructuring Reserve

The restructuring reserve as of December 31, 2013 and June 30, 2014, and changes during the six months ended June 30, 2014, were as follows:

					Foreign
	December 31,		Restructuring		Exchange and		Cash			June 30,
	2013		Charges		Other		Paid			2014
Employee terminations	$	19.7	$	23.0	$	1.8	$	(17.3	)	$	27.2
Multi-employer pension withdrawal obligations		36.8		2.2		—		(2.4	)		36.6
Lease terminations and other		21.1		8.7		1.4		(11.8	)		19.4
Total	$	77.6	$	33.9	$	3.2	$	(31.5	)	$	83.2

The current portion of restructuring reserves of $36.4 million at June 30, 2014 was included in accrued liabilities, while the long-term portion of $46.8 million, primarily related to multi-employer pension plan complete or partial withdrawal obligations related to facility closures and lease termination costs, was included in other noncurrent liabilities at June 30, 2014.

The Company anticipates that payments associated with the employee terminations reflected in the above table will be substantially completed by June 2015.

Payments on all of the Company’s multi-employer pension plan complete or partial withdrawal obligations are scheduled to be substantially completed by 2034. Changes based on uncertainties in these estimated withdrawal obligations could affect the ultimate charges related to multi-employer pension plan withdrawals.

The restructuring liabilities classified as “lease terminations and other” consisted of lease terminations, other facility closing costs and contract termination costs. Payments on certain of the lease obligations are scheduled to continue until 2026. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charges related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the Company’s financial statements.