Note 3. Restructuring, Impairment and Other Charges

Restructuring, Impairment and Other Charges Recognized in Results of Operations

2014	Employee Terminations			Other Restructuring Charges		Total Restructuring Charges		Impairment		Other Charges		Total
Publishing and Retail Services	$	(0.2	)	$	6.4	$	6.2	$	20.8	$	23.7	$	50.7
Variable Print		17.2			9.2		26.4		10.8		7.6		44.8
Strategic Services		3.5			2.1		5.6		1.8		4.2		11.6
International		7.3			1.3		8.6		13.7		—		22.3
Corporate		2.5			1.8		4.3		—		—		4.3
Total	$	30.3		$	20.8	$	51.1	$	47.1	$	35.5	$	133.7

Restructuring and Impairment Charges

For the year ended December 31, 2014, the Company recorded net restructuring charges of $30.3 million for employee termination costs for 654 employees, of whom 633 were terminated as of December 31, 2014. These charges primarily related to the integration of Consolidated Graphics, including the closure of seven Consolidated Graphics facilities as well as one additional facility closure within the Variable Print segment, one facility closure within the Publishing and Retail Services segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $20.8 million for the year ended December 31, 2014, including charges related to multi-employer pension plan withdrawal obligations as a result of facility closures. For the year ended December 31, 2014, the Company also recorded $14.0 million of impairment charges primarily related to buildings and machinery and equipment 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.

As a result of the Company’s annual goodwill impairment test, the Company recorded non-cash charges of $18.1 million to recognize the impairment of goodwill in the magazines, catalogs and retail inserts reporting unit within the Publishing and Retail Services segment. The goodwill impairment charges resulted from a reduction in the estimated fair value of the reporting unit based on lower expectations of future revenue, profitability and cash flows as compared to expectations as of the last annual goodwill impairment test. The lower expectations for the magazines, catalogs and retail inserts reporting unit were due to accelerating volume declines and increasing price pressures resulting from declining demand, primarily in catalogs and magazines. Revenue and income from operations in the magazines, catalogs and retail inserts reporting unit for the year ended December 31, 2014 were lower than previous expectations due to volume declines and price pressures. The negative trends experienced in 2014 are expected to continue in future years. The goodwill impairment charges were determined using Level 3 inputs, including discounted cash flow analyses, comparable marketplace fair value data and management’s assumptions in valuing the significant tangible and intangible assets.

During the fourth quarter of 2014, the Company recorded non-cash impairment charges of $7.8 million, $4.1 million and $1.7 million related to the impairment of acquired customer relationship intangible assets in the Canada reporting unit within the International segment, the commercial and digital print reporting unit within the Variable Print segment and the financial reporting unit within the Strategic Services segment, respectively. The impairment of the customer relationship intangible assets resulted from a decline in expected future revenue and certain customer losses in the Canada reporting unit, the loss of certain customers in the commercial and digital print reporting unit and a decline in Latin America’s expected future capital markets transactions revenue in the financial reporting unit. During the year ended December 31, 2014, the Company also recorded non-cash charges of $1.4 million related to the impairment of trade names in the commercial and digital print reporting unit within the Variable Print segment as a result of facility closures. The impairment of the customer relationship assets was determined using Level 3 inputs and estimated based on cash flow analyses, which included management’s assumptions related to future revenues and profitability.

Other Charges

For the year ended December 31, 2014, the Company recorded charges of $35.5 million as a result of its decision to withdraw from all 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 all multi-employer pension plans included in accrued liabilities and other noncurrent liabilities are $14.9 million and $88.1 million, respectively, as of December 31, 2014. See Note 11 for further discussion of multi-employer pension plans.

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.

2013	Employee Terminations		Other Restructuring Charges		Total Restructuring Charges		Impairment		Other Charges		Total
Publishing and Retail Services	$	17.0	$	14.1	$	31.1	$	12.3	$	30.3	$	73.7
Variable Print		2.2		12.5		14.7		0.9		—		15.6
Strategic Services		2.8		2.0		4.8		6.3		8.1		19.2
International		14.3		3.6		17.9		1.0		—		18.9
Corporate		4.1		1.6		5.7		0.4		—		6.1
Total	$	40.4	$	33.8	$	74.2	$	20.9	$	38.4	$	133.5

Restructuring and Impairment Charges

For the year ended December 31, 2013, the Company recorded net restructuring charges of $40.4 million for employee termination costs for 1,382 employees, substantially all of whom were terminated as of December 31, 2014. These charges primarily related to the closing of two manufacturing facilities within the Publishing and Retail Services segment and one manufacturing facility within the Variable Print segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $33.8 million for the year ended December 31, 2013, of which $14.7 million related to multi-employer pension plan complete or partial withdrawal charges primarily attributable to manufacturing facility closures. For the year ended December 31, 2013, the Company also recorded $17.6 million of impairment charges primarily related to buildings and machinery and equipment 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.

During the fourth quarter of 2013, the Company recorded non-cash charges of $3.3 million related to the impairment of acquired customer relationship intangible assets in the financial reporting unit within the Strategic Services segment. The impairment of the acquired customer relationship intangible assets resulted from declines in compliance services volume from these relationships. The impairment of the acquired customer relationship intangible assets was determined using Level 3 inputs and estimated based on a cash flow analysis, which included management’s assumptions related to future revenues and profitability. See Note 8 for further discussion of these Level 3 inputs.

Other Charges

For the year ended December 31, 2013, the Company recorded charges of $38.4 million as a result of its decision to withdraw from certain multi-employer pension plans. 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 liabilities for these withdrawal obligations of $38.4 million were included in other noncurrent liabilities as of December 31, 2013. See Note 11 for further discussion of multi-employer pension plans.

2012	Employee Terminations		Other Restructuring Charges		Total Restructuring Charges		Impairment		Other Charges		Total
Publishing and Retail Services	$	13.3	$	5.2	$	18.5	$	827.7	$	—	$	846.2
Variable Print		14.2		5.6		19.8		9.8		—		29.6
Strategic Services		7.7		6.0		13.7		132.9		—		146.6
International		11.0		4.0		15.0		50.7		—		65.7
Corporate		20.4		4.5		24.9		5.5		—		30.4
Total	$	66.6	$	25.3	$	91.9	$	1,026.6	$	—	$	1,118.5

Restructuring and Impairment Charges

In the fourth quarter of 2012, as a result of the Company’s annual goodwill impairment test completed under the Previous Organization Structure, the Company recorded total non-cash charges to recognize the impairment of goodwill of $461.7 million, $318.7 million and $68.0 million in the magazines, catalogs and retail inserts, books and directories and Europe reporting units, respectively. These goodwill impairment charges resulted from a reduction in the estimated fair value of the magazines, catalogs and retail inserts, books and directories and Europe reporting units based on lower expectations for future revenue, profitability and cash flows as compared to expectations as of the October 31, 2011 annual goodwill impairment test. The lower expectations for the magazines, catalogs and retail inserts reporting unit were due to price pressures driven by excess capacity in the industry and erosion of ad pages and circulation for magazines. The lower expectations for the books and directories reporting unit were due to lower demand for educational books as a result of state and local budget constraints, the impact of electronic substitution on consumer book and directory volumes and price pressures driven by excess capacity in the industry. The lower expectations for the Europe reporting unit were due to lower volumes from existing customers and price pressures driven by excess capacity in the industry. Because the fair values of these reporting units were below their carrying values, including goodwill, the Company performed an additional fair value measurement calculation to determine the amount of the impairment charge for each reporting unit. As part of this calculation, the Company also estimated the fair values of the significant tangible and intangible long-lived assets of each reporting unit. The goodwill impairment charges were determined using Level 3 inputs, including discounted cash flow analyses, comparable marketplace fair value data and management’s assumptions in valuing the significant tangible and intangible assets. Of the $461.7 million goodwill impairment charge recorded in the magazines, catalogs and retail inserts reporting unit under the Previous Organization Structure, $365.8 million and $95.9 million of impairment is now included in the Publishing and Retail Services and Strategic Services segments, respectively. Of the $318.7 million goodwill impairment charge recorded in the books and directories reporting unit under the Previous Organization Structure, $304.1 million, $10.9 million and $3.7 million of impairment is now included in the Publishing and Retail Services, Strategic Services and Variable Print segments, respectively. Of the $68.0 million goodwill impairment charge recorded in the Europe reporting unit under the Previous Organization Structure, $44.9 million and $23.1 million of impairment is now included in the International and Strategic Services segments, respectively.

During the fourth quarter of 2012, the Company recorded total non-cash charges of $158.0 million related to the impairment of acquired customer relationship intangible assets consisting of $123.8 million, $28.5 million and $5.7 million in the books and directories, magazines, catalogs and retail inserts and Latin America reporting units, respectively, under the Previous Organization Structure. The impairment of the acquired customer relationship intangible assets resulted from lower expectations for future revenue to be derived from these relationships, driven by the same factors that caused the goodwill impairment in the books and directories and magazines, catalogs and retail inserts reporting units and driven by the impact of electronic substitution on forms and statement printing in the Latin America reporting unit. The impairment of the acquired customer relationship intangible assets was determined using Level 3 inputs and estimated based on cash flow analyses, which included estimates of customer attrition rates and management’s assumptions related to future revenues and profitability. Of the $123.8 million impairment of other intangible assets charge recorded in the books and directories reporting unit under the Previous Organization Structure, $121.9 million, $1.4 million and $0.5 million of impairment is now included in the Publishing and Retail Services, Variable Print and Strategic Services segments, respectively. Of the $28.5 million impairment of other intangible assets charge recorded in the magazines, catalogs and retail inserts reporting unit under the Previous Organization Structure, $28.2 million and $0.3 million of impairment is now included in the Publishing and Retail Services and Strategic Services segments, respectively. The $5.7 million impairment of other intangible assets recorded in the Latin America reporting unit under the Previous Organization Structure is now included within the International segment. See Note 8 for further discussion of these Level 3 inputs.

For the year ended December 31, 2012, the Company also recorded net restructuring charges of $66.6 million for employee termination costs for 2,200 employees, all of whom were terminated as of December 31, 2014. These charges primarily related to actions resulting from the reorganization of sales and administrative functions across all segments, the closing of three manufacturing facilities within the Variable Print segment, two manufacturing facilities within the Publishing and Retail Services segment and one manufacturing facility within the International segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $25.3 million for the year ended December 31, 2012. For the year ended December 31, 2012, the Company also recorded $20.2 million of impairment charges primarily related to machinery and equipment associated with facility closures and other asset disposals. The fair values of the land, buildings, machinery and equipment and leasehold improvements 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.

Restructuring Reserve

The restructuring reserve as of December 31, 2014 and 2013, and changes during the year ended December 31, 2014, were as follows:

	December 31, 2013		Restructuring Charges		Foreign Exchange and Other			Cash Paid			December 31, 2014
Employee terminations	$	19.7	$	30.3	$	0.4		$	(37.4	)	$	13.0
Multi-employer pension plan withdrawal obligations		36.8		3.0		(0.6	)		(4.6	)		34.6
Lease terminations and other		21.1		17.8		1.3			(25.1	)		15.1
Total	$	77.6	$	51.1	$	1.1		$	(67.1	)	$	62.7

The current portion of restructuring reserves of $22.3 million at December 31, 2014 was included in accrued liabilities, while the long-term portion of $40.4 million, primarily related to multi-employer pension plan withdrawal obligations related to facility closures and lease termination costs, was included in other noncurrent liabilities at December 31, 2014.

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

Payments on all of the Company’s multi-employer pension plan 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. See Note 11 for further discussion on multi-employer pension plans.

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.

The restructuring reserve as of December 31, 2013 and 2012, and changes during the year ended December 31, 2013, were as follows:

	December 31, 2012		Restructuring Charges		Foreign Exchange and Other			Cash Paid			December 31, 2013
Employee terminations	$	23.4	$	40.4	$	(2.1	)	$	(42.0	)	$	19.7
Multi-employer pension plan withdrawal obligations		25.1		14.7		—			(3.0	)		36.8
Lease terminations and other		30.0		19.1		1.1			(29.1	)		21.1
Total	$	78.5	$	74.2	$	(1.0	)	$	(74.1	)	$	77.6

The current portion of restructuring reserves of $32.3 million at December 31, 2013 was included in accrued liabilities, while the long-term portion of $45.3 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 December 31, 2013.

Payments associated with the employee terminations reflected in the above table were substantially completed by December 2014.