Note 4:

Restructuring and Asset Impairment

The Company has engaged in a number of restructuring actions over the past several years. Actions initiated in 2012 and 2011 are reported as “2012 Actions” and “2011 Actions,” respectively. Actions initiated prior to 2011, all of which were substantially complete at September 30, 2012, are reported as “2010 and Earlier Actions.”

Following are the total restructuring and asset impairment charges/(credits), net of adjustments, recognized by the Company during the periods presented:


	2012						2011
	Third Quarter			Nine Months			Third Quarter			Nine Months
Restructuring/Asset impairment:
2012 Actions	$	2,014		$	19,116		$	—		$	—
2011 Actions		(2,036	)		5,244			11,660			22,297
2010 and Earlier Actions		(422	)		(196	)		388			1,646

Restructuring/Asset impairment(credits)/charges	$	(444	)	$	24,164		$	12,048		$	23,943
Income tax benefit		(126	)		(5,912	)		(4,831	)		(8,470	)
Equity method investments, net of tax		—			22			—			17
Costs attributable to Noncontrolling Interests, net of tax		31			104			78			148

Total impact of Restructuring/Asset impairment (credits)/charges, net of tax	$	(539	)	$	18,378		$	7,295		$	15,638

Restructuring and asset impairment charges are included in “Restructuring/Asset impairment charges” in the Condensed Consolidated Statements of Income.

The Company expects to recognize future additional charges totaling approximately $7,500 in connection with previously announced restructuring actions and believes that the majority of these charges will be incurred and paid by the end of 2012. The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions may be undertaken.

2012 Actions

During 2012, the Company announced the planned closures of a paper mill in Germany (part of the Paper and Industrial Converted Products segment) and a paperboard based protective packaging operation in the United States (part of the Protective Packaging segment). In addition, the Company continued its manufacturing rationalization efforts in its blow-molding businesses (part of the Consumer Packaging segment), including the planned closure of a facility in Canada, and realigned its cost structure resulting in the elimination of approximately 100 positions.

Below is a summary of 2012 Actions and related expenses by type incurred and estimated to be incurred through completion.


2012 Actions	Third Quarter			Total Incurred to Date		Estimated Total Cost
Severance and Termination Benefits
Paper and Industrial Converted Products	$	541		$	8,146	$	8,646
Consumer Packaging		407			1,509		1,659
Packaging Services		—			285		285
Protective Packaging		101			1,464		1,464
Asset Impairment / Disposal of Assets
Paper and Industrial Converted Products		(18	)		2,233		2,233
Consumer Packaging		175			3,470		3,470
Protective Packaging		—			161		161
Other Costs
Paper and Industrial Converted Products		319			836		1,036
Consumer Packaging		263			588		1,088
Packaging Services		11			11		11
Protective Packaging		215			413		563

Total Charges and Adjustments	$	2,014		$	19,116	$	20,616

The following table sets forth the activity in the 2012 Actions restructuring accrual included in “Accrued expenses and other” on the Company’s Condensed Consolidated Balance Sheets:


2012 Actions Accrual Activity 2012 Year to Date	Severance and Termination Benefits				Asset Impairment/ Disposal of Assets				Other Costs				Total
Liability at December 31, 2011		$	—			$	—			$	—			$	—
2012 charges			11,404				5,864				1,848				19,116
Cash payments			(7,509	)			—				(1,696	)			(9,205	)
Asset write downs/disposals			—				(5,864	)			—				(5,864	)
Foreign currency translation			(117	)			—				(10	)			(127	)

Liability at September 30, 2012		$	3,778			$	—			$	142			$	3,920

“Other costs” consist primarily of costs related to plant closures including equipment removal, utilities, plant security, property taxes and insurance. The Company expects to pay the majority of the remaining 2012 Actions restructuring costs by the end of 2012 using cash generated from operations.

2011 Actions

During 2011, the Company announced the closures in Canada of a flexible packaging facility and a thermoformed plastic packaging facility (parts of the Consumer Packaging segment), a tube and core facility in France (part of the Paper and Industrial Converted Products segment), and a fulfillment service center and a point-of-purchase display facility both in the United States (parts of the Packaging Services segment). The Company also sold two small businesses, a plastics operation in Brazil and a tubes and cores operation in the United States, and realigned its fixed cost structure resulting in the elimination of approximately 160 positions.

Below is a summary of 2011 Actions and related expenses by type incurred and estimated to be incurred through completion.


	2012						2011					Total
2011 Actions	Third Quarter			Nine Months			Third Quarter		Nine Months			Incurred to Date		Estimated Total Cost
Severance and Termination Benefits
Paper and Industrial Converted Products	$	162		$	238		$	5,770	$	6,192		$	9,366	$	9,966
Consumer Packaging		63			3,201			2,089		4,818			10,215		10,215
Packaging Services		72			364			—		212			1,209		1,209
Protective Packaging		—			109			86		86			1,218		1,218
Asset Impairment / Disposal of Assets
Paper and Industrial Converted Products		—			33			195		(91	)		194		194
Consumer Packaging		(4,409	)		(3,833	)		—		6,868			6,379		6,379
Packaging Services		(114	)		(896	)		3,300		3,300			2,590		2,590
Protective Packaging		—			—			—		—			65		65
Other Costs
Paper and Industrial Converted Products		327			1,134			90		90			1,481		3,381
Consumer Packaging		1,231			3,772			72		668			5,177		7,577
Packaging Services		270			572			58		154			1,005		1,205
Protective Packaging		362			550			—		1			1,130		1,330


Total Charges and Adjustments	$	(2,036	)	$	5,244		$	11,660	$	22,297		$	40,029	$	45,329

The following table sets forth the activity in the 2011 Actions restructuring accrual included in “Accrued expenses and other” on the Company’s Condensed Consolidated Balance Sheets:


2011 Actions Accrual Activity 2012 Year to Date	Severance and Termination Benefits				Asset Impairment/ Disposal of Assets				Other Costs				Total
Liability at December 31, 2011		$	10,320			$	—			$	80			$	10,400
2012 charges			3,970				712				6,028				10,710
Adjustments			(58	)			(5,408	)			—				(5,466	)
Cash receipts/(payments)			(11,731	)			8,686				(6,108	)			(9,153	)
Asset write downs/disposals			—				(3,990	)			—				(3,990	)
Foreign currency translation			21				—				—				21

Liability at September 30, 2012		$	2,522			$	—			$	—			$	2,522

In September 2012, the Company completed the sale of the land and building associated with a former flexible packaging facility in Canada. The majority of the activity in “Asset Impairment/Disposal of Assets” in the table above relates to the gain on this sale. “Other costs” consist primarily of lease termination costs and costs related to plant closures including the cost of equipment removal, utilities, plant security, property taxes and insurance.

The Company expects to pay the majority of the remaining 2011 Actions restructuring costs by the end of 2012 using cash generated from operations.

2010 and Earlier Actions

2010 and Earlier Actions are comprised of a number of plant closures and workforce reductions initiated prior to 2011. Net cash receipts during the nine months ended September 30, 2012 were $3,956, which included proceeds of $5,648 from the sale of the land and buildings associated with a previously closed paper mill in Canada. Net charges/(income) and adjustments totaled $(422) during the three-month period ended September 30, 2012. This included a gain of $(1,200) on the previously mentioned sale partially offset by $778 of ongoing costs related to building lease terminations and plant closures, including the cost of equipment removal, utilities, plant security, property taxes and insurance. The Company expects to recognize future pretax charges of approximately $700 associated with 2010 and Earlier Actions.

Below is a summary of expenses/(income) incurred by segment for 2010 and Earlier Actions for the three- and nine-month periods ended September 30, 2012 and October 2, 2011.


	2012				2011
2010 and Earlier Actions	Third Quarter		Nine Months		Third Quarter		Nine Months
Paper and Industrial Converted Products	$	(432)	$	(224)	$	342	$	1,209
Consumer Packaging		10		28		41		623
Packaging Services		—		—		(2)		(189)
Corporate		—		—		7		3


Total Charges and Adjustments	$	(422)	$	(196)	$	388	$	1,646

The accrual for 2010 and Earlier Actions totaled $3,359 and $4,039 at September 30, 2012 and December 31, 2011, respectively, and is included in “Accrued expenses and other” on the Company’s Condensed Consolidated Balance Sheets. The accrual relates primarily to a pension withdrawal liability associated with a former paper mill in the United States and building lease terminations. The Company expects for the majority of both the liability and the future costs associated with 2010 and Earlier Actions to be paid by the end of 2013 using cash generated from operations.