Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |||
Mar. 31, 2014 | 1-May-14 | 1-May-14 | 1-May-14 | |
Common Class A [Member] | Common Class B [Member] | Common Class C [Member] | ||
Entity Information [Line Items] | ' | ' | ' | ' |
Entity Registrant Name | 'Quad/Graphics, Inc. | ' | ' | ' |
Entity Central Index Key | '0001481792 | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' | ' |
Document Type | '10-Q | ' | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Trading Symbol | 'QUAD | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 34,605,343 | 14,198,464 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net sales | ' | ' |
Products | $953.70 | $982.50 |
Services | 149.1 | 147 |
Total net sales | 1,102.80 | 1,129.50 |
Cost of sales | ' | ' |
Products | 783.6 | 801.4 |
Services | 109 | 108.4 |
Total cost of sales | 892.6 | 909.8 |
Selling, general and administrative expenses | 103.5 | 105.9 |
Depreciation and amortization | 83.8 | 88.8 |
Restructuring, impairment and transaction-related charges | 11.9 | 25.9 |
Total operating expenses | 1,091.80 | 1,130.40 |
Operating income (loss) | 11 | -0.9 |
Interest expense | 20.9 | 21.9 |
Loss before income taxes and equity in earnings (loss) of unconsolidated entities | -9.9 | -22.8 |
Income tax benefit | -1.2 | -8.5 |
Loss before equity in earnings (loss) of unconsolidated entities | -8.7 | -14.3 |
Equity in earnings (loss) of unconsolidated entities | -0.4 | 0.2 |
Net loss | -9.1 | -14.1 |
Net loss attributable to noncontrolling interests | 0.3 | 0.1 |
Net loss attributable to Quad/Graphics common shareholders | ($8.80) | ($14) |
Basic and Diluted | ' | ' |
Loss Per Share, Basic and Diluted attributable to Quad/Graphics common shareholders | ($0.19) | ($0.31) |
Cash dividends paid per common share for all classes of common shares | $0.30 | $0.30 |
Weighted average number of common shares outstanding: | ' | ' |
Basic and diluted | 47.4 | 46.8 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net loss | ($9.10) | ($14.10) |
Other comprehensive loss | ' | ' |
Translation adjustments | -0.8 | -2.3 |
Pension and other postretirement benefit plan adjustments | -1.5 | -1.4 |
Other comprehensive loss, before tax | -2.3 | -3.7 |
Income tax benefit related to items of other comprehensive loss | 0.6 | 0.6 |
Other comprehensive loss, net of tax | -1.7 | -3.1 |
Total comprehensive loss | -10.8 | -17.2 |
Less: comprehensive loss attributable to noncontrolling interests | 0.3 | 0.1 |
Comprehensive loss attributable to Quad/Graphics common shareholders | ($10.50) | ($17.10) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $13.10 | $13.10 |
Receivables, less allowances for doubtful accounts of $60.5 million at March 31, 2014 and $58.9 million at December 31, 2013 | 628.9 | 698.9 |
Inventories | 270.2 | 272.5 |
Prepaid expenses and other current assets | 42.8 | 37.2 |
Deferred income taxes | 52.9 | 48.1 |
Short-term restricted cash | 7.3 | 4.5 |
Total current assets | 1,015.20 | 1,074.30 |
Property, plant and equipmentbnet | 1,914.50 | 1,925.50 |
Goodwill | 772.9 | 773.1 |
Other intangible assetsbnet | 211.3 | 221.8 |
Long-term restricted cash | 48.6 | 51.5 |
Equity method investments in unconsolidated entities | 55.7 | 57.1 |
Other long-term assets | 66.7 | 62.4 |
Total assets | 4,084.90 | 4,165.70 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ' | ' |
Accounts payable | 352.9 | 401 |
Amounts owing in satisfaction of bankruptcy claims | 2.1 | 2.5 |
Accrued liabilities | 312.7 | 350.7 |
Short-term debt and current portion of long-term debt | 132.9 | 127.6 |
Current portion of capital lease obligations | 5.9 | 7 |
Total current liabilities | 806.5 | 888.8 |
Long-term debt | 1,299.20 | 1,265.70 |
Unsecured notes to be issued | 17.9 | 18 |
Capital lease obligations | 11.9 | 6.5 |
Deferred income taxes | 395.9 | 395.2 |
Other long-term liabilities | 287.8 | 303.9 |
Total liabilities | 2,819.20 | 2,878.10 |
Commitments and contingencies (Note 8) | ' | ' |
Quad/Graphics common stock and other equity (Note 17) | ' | ' |
Preferred stock | 0 | 0 |
Additional paid-in capital | 960.1 | 983.1 |
Treasury stock, at cost | -223.5 | -248.8 |
Retained earnings | 535 | 558.8 |
Accumulated other comprehensive loss | -7.3 | -5.6 |
Quad/Graphics common stock and other equity | 1,265.70 | 1,288.90 |
Noncontrolling interests | 0 | -1.3 |
Total common stock and other equity and noncontrolling interests | 1,265.70 | 1,287.60 |
Total liabilities and shareholders' equity | 4,084.90 | 4,165.70 |
Common Class A [Member] | ' | ' |
Quad/Graphics common stock and other equity (Note 17) | ' | ' |
Common stock | 1 | 1 |
Common Class B [Member] | ' | ' |
Quad/Graphics common stock and other equity (Note 17) | ' | ' |
Common stock | 0.4 | 0.4 |
Common Class C [Member] | ' | ' |
Quad/Graphics common stock and other equity (Note 17) | ' | ' |
Common stock | $0 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
ASSETS | ' | ' |
Allowances for doubtful accounts | $60.50 | $58.90 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
OPERATING ACTIVITIES | ' | ' |
Net loss | ($9.10) | ($14.10) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 83.8 | 88.8 |
Impairment charges | 1.1 | 3.7 |
Amortization of debt issuance costs | 1.1 | 1 |
Stock-based compensation charges | 4.2 | 5.2 |
Gain on sales or disposal of property, plant and equipment | 0 | -0.1 |
Deferred income taxes | -3.7 | -8 |
Equity in (earnings) loss of unconsolidated entities | 0.4 | -0.2 |
Dividends from unconsolidated entities | 0 | 5 |
Changes in operating assets and liabilitiesbnet of acquisitions | -44.8 | 40.1 |
Net cash provided by operating activities | 33 | 121.4 |
INVESTING ACTIVITIES | ' | ' |
Purchases of property, plant and equipment | -45.8 | -28.3 |
Cost investment in unconsolidated entities | -4.1 | -0.3 |
Proceeds from the sale of property, plant and equipment | 0.2 | 5.4 |
Transfers from restricted cash | 0.1 | 4.2 |
Acquisition of businessesbnet of cash acquired | 0 | -237.4 |
Payments to Acquire Business Two, Net of Cash Acquired | -8.9 | -1.5 |
Net cash used in investing activities | -58.5 | -257.9 |
FINANCING ACTIVITIES | ' | ' |
Payments of long-term debt | -16.3 | -10.2 |
Payments of capital lease obligations | -1.8 | -2.6 |
Borrowings on revolving credit facilities | 419.6 | 487.2 |
Payments on revolving credit facilities | -362.8 | -314.4 |
Bankruptcy claim payments on unsecured notes to be issued | -0.1 | -4.2 |
Sale of stock for options exercised | 0.8 | 0.5 |
Shares withheld from employees for the tax obligation on equity grants | -1 | 0 |
Payment of cash dividends | -14.7 | -14 |
Net cash provided by financing activities | 23.7 | 142.3 |
Effect of exchange rates on cash and cash equivalents | 1.8 | 1.5 |
Net increase in cash and cash equivalents | 0 | 7.3 |
Cash and cash equivalents at beginning of period | 13.1 | 16.9 |
Cash and cash equivalents at end of period | 13.1 | 24.2 |
Vertis Holdings, Inc. [Member] | ' | ' |
Acquisition of Vertis (Note 2): | ' | ' |
Fair value of assets acquiredbnet of cash | ' | 329.3 |
Liabilities assumed | ' | -66 |
Deposit paid in 2012 related to Vertis acquisition | ' | -25.9 |
Acquisition of Vertisbnet of cash acquired | ' | $237.40 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements for Quad/Graphics, Inc. and its subsidiaries (the "Company" or "Quad/Graphics") have been prepared by the Company pursuant to the rules and regulations for interim financial information of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to such SEC rules and regulations. The results of operations and accounts of businesses acquired are included in the condensed consolidated financial statements from the dates of acquisition (see Note 2, "Acquisitions and Strategic Investments"). These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated annual financial statements as of and for the year ended December 31, 2013, and notes thereto included in the Company's latest Annual Report on Form 10-K filed with the SEC on February 27, 2014. | |
The Company is subject to seasonality in its quarterly results as net sales and operating income, when excluding restructuring, impairment and transaction-related charges, are higher in the third and fourth quarters of the calendar year as compared to the first and second quarters. Seasonality is driven by increased magazine advertising page counts, retail inserts, catalogs and books primarily due to back-to-school and holiday related advertising and promotions. The Company expects this seasonality impact to continue in future years. | |
The financial information contained herein reflects all adjustments, in the opinion of management, necessary for a fair presentation of the Company's results of operations for the three months ended March 31, 2014 and 2013. All intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates. |
Acquisitions_and_Strategic_Inv
Acquisitions and Strategic Investments | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Acquisitions and Strategic Investments | ' | |||||||
Acquisitions and Strategic Investments | ||||||||
2014 Acquisitions and Strategic Investments | ||||||||
On February 5, 2014, the Company completed the acquisition of UniGraphic, Inc. ("UniGraphic"), a commercial and specialty printing company based in the Boston metro area. UniGraphic offers commercial and specialty printing, in-store marketing, digital and fulfillment solutions for a wide variety of industries including arts and entertainment, education, financial, food, healthcare, mass media, pharmaceutical and retail. The net purchase price of $12.4 million for UniGraphic includes $8.9 million of net cash paid on February 5, 2014, and an estimated $3.5 million of future cash payments related to the acquisition. Identifiable customer relationship intangible assets of $8.3 million have been recorded through the preliminary purchase price allocation, and will be amortized over six years. The preliminary purchase price allocation is based on valuations performed to determine the fair value of the net assets as of the acquisition date. The final purchase price, as well as the purchase price allocation, is subject to the final determination of acquired working capital and completion of the final valuation of the net assets acquired. UniGraphic's operations are included in the United States Print and Related Services segment. | ||||||||
During March 2014, the Company purchased additional shares in Anselmo L. Morvillo S.A. ("Morvillo") in Argentina for $6.5 million, increasing the Company's ownership percentage in Morvillo to 97%. The Company has historically held an 85% ownership interest of Morvillo. The Company consolidated the results of Morvillo into the Company's condensed consolidated financial statements and presented the 15% portion of Morvillo's results not owned by the Company as noncontrolling interest. As a result of the additional investment, the noncontrolling interest in Morvillo has been reduced to an insignificant amount as of March 31, 2014, and, as a result, no noncontrolling interest will be reflected from April 1, 2014 forward. | ||||||||
On April 7, 2014, the Company and Brown Printing Company ("Brown Printing") announced a definitive agreement whereby Quad/Graphics will acquire Brown Printing for $100 million. Completion of the acquisition is subject to customary conditions and regulatory approvals. See Note 21, "Subsequent Events," for further details. | ||||||||
2013 Acquisitions and Strategic Investments | ||||||||
On December 18, 2013, the Company completed the acquisition of Wisconsin-based Proteus Packaging (“Proteus”) as well as its sister company Transpak Corporation (“Transpak”), for $49.1 million. As of March 31, 2014, $6.0 million of the purchase price representing the Company's current estimate for a deferred payment remains to be made. The $6.0 million deferred payment will be paid upon the finalization of the valuation of the net assets and is recorded in accrued liabilities on the condensed consolidated balance sheet. | ||||||||
Proteus is a designer and manufacturer of high-end paperboard packaging, offering packaging solutions for a wide variety of industries, including automotive, biotechnology, food, personal care, pharmaceuticals, software and electronics. Transpak is a full-service industrial packaging company, offering crating, packaging, warehousing, distribution and logistics services to destinations worldwide. | ||||||||
This acquisition was accounted for using the acquisition method of accounting. The Company recorded the preliminary allocation of the purchase price to the acquired tangible and identifiable intangible assets and liabilities assumed based on their fair values as of the acquisition date. Goodwill resulting from this acquisition, which is deductible for tax purposes, has been recorded within the United States Print and Related Services segment based on the amount by which the purchase price exceeds the fair value of the net assets acquired. The preliminary purchase price allocation is as follows: | ||||||||
Preliminary Purchase Price Allocation | ||||||||
Accounts receivable | $ | 4.4 | ||||||
Other current assets | 5.9 | |||||||
Property, plant and equipment | 13.3 | |||||||
Identifiable intangible assets | 24 | |||||||
Accounts payable and accrued liabilities | (3.7 | ) | ||||||
Other long-term liabilities | (2.8 | ) | ||||||
Goodwill | 8 | |||||||
Preliminary purchase price | $ | 49.1 | ||||||
The preliminary purchase price allocation is based on valuations performed to determine the fair value of the net assets as of the acquisition date. The final purchase price, as well as the purchase price allocation, is subject to the final determination of acquired working capital and completion of the final valuation of the net assets acquired. The valuation of the net assets acquired of $49.1 million was classified as Level 3 in the valuation hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs). Identifiable customer relationship intangible assets are amortized over their estimated useful lives of six years. The results of operations of the acquired businesses have been included since the acquisition date in the accompanying condensed consolidated financial statements. Proteus' and Transpak's operations are included in the United States Print and Related Services segment. | ||||||||
On November 7, 2013, the Company completed the $13.5 million acquisition of Novia CareClinics, LLC ("Novia"), an Indianapolis, Indiana healthcare solutions company. Novia develops and manages onsite and shared primary care clinics for small to medium sized companies and the public sector, such as school districts and city and county governments. Of the $13.5 million purchase price, $13.0 million has been recorded for identifiable customer relationship intangible assets through the preliminary purchase price allocation. Identifiable customer relationship intangible assets are amortized over their estimated useful lives of six years. The preliminary purchase price allocation is based on valuations performed to determine the fair value of the net assets as of the acquisition date. The final purchase price, as well as the purchase price allocation, is subject to the final determination of acquired working capital and completion of the final valuation of the net assets acquired. The valuation of the net assets acquired of $13.5 million was classified as Level 3 in the valuation hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs). Novia's operations are included in the United States Print and Related Services segment. | ||||||||
On January 16, 2013, the Company completed the acquisition of substantially all of the assets of Vertis Holdings, Inc. ("Vertis") for $265.4 million, pursuant to the terms of the Asset Agreement. Vertis was a leading provider of retail inserts, direct marketing and in-store marketing solutions. The acquisition of Vertis enhanced the Company's position as a leader in the production of retail inserts, direct marketing and in-store marketing solutions that the Company can provide to its clients and enhanced its integrated offerings. The purchase of Vertis was accounted for using the acquisition method of accounting under GAAP. As an asset acquisition, the Company did not acquire certain assets and assume certain liabilities of Vertis and its subsidiaries in the transaction, including, among other liabilities, their underfunded pension and postretirement obligations. The Company used cash on hand and borrowings under its revolving credit facility to finance the acquisition. | ||||||||
The following unaudited pro forma condensed combined financial information presents the Company's results as if the Company had acquired Vertis on January 1, 2012. The unaudited pro forma information has been prepared with the following considerations: | ||||||||
-1 | The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing GAAP. The Company is the acquirer for accounting purposes. | |||||||
-2 | The unaudited pro forma condensed combined financial information does not reflect any operating cost synergy savings that the combined company may achieve as a result of the acquisition, the costs necessary to achieve these operating synergy savings or additional charges necessary as a result of the integration. | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
(actual) | (pro forma) | |||||||
Pro forma net sales | $ | 1,102.80 | $ | 1,167.60 | ||||
Pro forma net loss attributable to common shareholders | (8.8 | ) | (17.8 | ) | ||||
Pro forma diluted loss per share attributable to common shareholders | (0.19 | ) | (0.39 | ) | ||||
During the period under Quad/Graphics ownership, Vertis' financial results were included in the condensed consolidated statements of operations. Vertis operations are included in the United States Print and Related Services segment. Disclosure of the financial results of Vertis since the acquisition date is not practicable as it is not being operated as a standalone business, and has been combined with the Company's existing operations. | ||||||||
The Company recorded the allocation of the purchase price to tangible and identifiable assets acquired and liabilities assumed, including certain contingent liabilities, based on their fair values as of the January 16, 2013 acquisition date. The final purchase price allocation is as follows: | ||||||||
Purchase Price | ||||||||
Allocation | ||||||||
Cash and cash equivalents | $ | 4.1 | ||||||
Accounts receivable | 133.4 | |||||||
Other current assets | 40.5 | |||||||
Property, plant and equipment | 127.8 | |||||||
Identifiable intangible assets | 25.6 | |||||||
Current liabilities | (54.0 | ) | ||||||
Other long-term liabilities | (12.0 | ) | ||||||
Purchase price | $ | 265.4 | ||||||
The allocation of the purchase price and unaudited pro forma condensed combined financial information is based on valuations performed to determine the fair value of the net assets as of the acquisition date. The valuation of the net assets acquired of $265.4 million was classified as Level 3 in the valuation hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs). Identifiable customer relationship intangible assets are amortized over their estimated useful lives of six years. |
Restructuring_Impairment_and_T
Restructuring, Impairment and Transaction-Related Charges | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Restructuring, Impairment and Transaction Related Charges [Abstract] | ' | |||||||||||||||||||||||
Restructuring, Impairment, and Transaction-Related Charges | ' | |||||||||||||||||||||||
Restructuring, Impairment and Transaction-Related Charges | ||||||||||||||||||||||||
The Company recorded restructuring, impairment and transaction-related charges for the three months ended March 31, 2014 and 2013, as follows: | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Employee termination charges | $ | 6 | $ | 3.4 | ||||||||||||||||||||
Impairment charges | 1.1 | 3.7 | ||||||||||||||||||||||
Transaction-related charges | 0.6 | 3 | ||||||||||||||||||||||
Integration costs | 2.7 | 5.4 | ||||||||||||||||||||||
Other restructuring charges | 1.5 | 10.4 | ||||||||||||||||||||||
Total | $ | 11.9 | $ | 25.9 | ||||||||||||||||||||
The costs related to these activities have been recorded on the condensed consolidated statements of operations as restructuring, impairment and transaction-related charges. See Note 19, "Segment Information," for restructuring, impairment and transaction-related charges by segment. | ||||||||||||||||||||||||
Restructuring Charges | ||||||||||||||||||||||||
The Company began a restructuring program in 2010 related to eliminating excess manufacturing capacity and properly aligning its cost structure. Since 2010, the Company has announced a total of 21 plant closures and has reduced headcount by approximately 7,500 employees. | ||||||||||||||||||||||||
During the three months ended March 31, 2014, the Company announced the closures of the Marengo, Iowa and Pomona, California plants. As a result of these and other restructuring programs, the Company recorded the following charges for the three months ended March 31, 2014 and 2013: | ||||||||||||||||||||||||
• | Employee termination charges of $6.0 million and $3.4 million during the three months ended March 31, 2014 and 2013, respectively. The Company reduced its workforce through facility consolidations and involuntary separation programs. | |||||||||||||||||||||||
• | Integration costs of $2.7 million and $5.4 million during the three months ended March 31, 2014 and 2013, respectively. Integration costs were primarily related to preparing existing facilities to meet new production requirements resulting from work transferring from closed plants, as well as other costs related to the integration of the acquired companies. | |||||||||||||||||||||||
• | Other restructuring charges of $1.5 million were recorded by the Company during the three months ended March 31, 2014, which consisted of: (1) $0.9 million of vacant facility carrying costs, (2) $0.1 million of equipment and infrastructure removal costs from closed plants and (3) $0.5 million of lease exit charges. Other restructuring charges of $10.4 million were recorded by the Company during the three months ended March 31, 2013, which consisted of: (1) $4.2 million of vacant facility carrying costs, (2) $2.2 million of equipment and infrastructure removal costs from closed plants and (3) $4.0 million of lease exit charges. | |||||||||||||||||||||||
The restructuring charges recorded are based on plans that have been committed to by management and are, in part, based upon management's best estimates of future events. Changes to the estimates may require future restructuring charges and adjustments to the restructuring liabilities. The Company expects to incur additional restructuring charges related to these and other initiatives. | ||||||||||||||||||||||||
Impairment Charges | ||||||||||||||||||||||||
The Company recognized $1.1 million of impairment charges during the three months ended March 31, 2014 related to machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction restructuring initiatives. | ||||||||||||||||||||||||
The Company recognized $3.7 million of impairment charges during the three months ended March 31, 2013, related to machinery and equipment no longer being utilized in production as a result of facility consolidations, including Dubuque, Iowa and Vancouver, British Colombia, as well as other capacity reduction restructuring initiatives. | ||||||||||||||||||||||||
The fair values of the impaired assets were determined by the Company to be Level 3 under the fair value hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs) and were estimated based on broker quotes and internal expertise related to current marketplace conditions. These assets were adjusted to their estimated fair values at the time of impairment. | ||||||||||||||||||||||||
Transaction-Related Charges | ||||||||||||||||||||||||
The Company incurs transaction-related charges primarily consisting of professional service fees related to business acquisition and divestiture activities. The Company recognized transaction-related charges of $0.6 million during the three months ended March 31, 2014, which primarily included fees for the pending acquisition of Brown Printing and the completed UniGraphic acquisition. See Note 21, "Subsequent Events," for further discussion of the pending Brown Printing acquisition. The Company recognized transaction-related charges of $3.0 million during the three months ended March 31, 2013, which primarily included fees for the acquisition of Vertis. The transaction-related charges were expensed as incurred in accordance with the applicable accounting guidance on business combinations. | ||||||||||||||||||||||||
Reserves for Restructuring, Impairment and Transaction-Related Charges | ||||||||||||||||||||||||
Activity impacting the Company's reserves for restructuring, impairment and transaction-related charges for the three months ended March 31, 2014, was as follows: | ||||||||||||||||||||||||
Employee | Impairment | Transaction-Related | Integration | Other | Total | |||||||||||||||||||
Termination | Charges | Charges | Costs | Restructuring | ||||||||||||||||||||
Charges | Charges | |||||||||||||||||||||||
Balance at December 31, 2013 | $ | 4.8 | $ | — | $ | 0.2 | $ | 3.7 | $ | 19.3 | $ | 28 | ||||||||||||
Expense | 6 | 1.1 | 0.6 | 2.7 | 1.5 | 11.9 | ||||||||||||||||||
Cash payments | (5.2 | ) | — | (0.3 | ) | (3.0 | ) | (4.3 | ) | (12.8 | ) | |||||||||||||
Non-cash adjustments | (0.3 | ) | (1.1 | ) | — | (1.5 | ) | 0.8 | (2.1 | ) | ||||||||||||||
Balance at March 31, 2014 | $ | 5.3 | $ | — | $ | 0.5 | $ | 1.9 | $ | 17.3 | $ | 25 | ||||||||||||
The Company's restructuring, impairment and transaction-related reserves at March 31, 2014 included a short-term and a long-term component. The short-term portion included $13.2 million in accrued liabilities and $1.4 million in accounts payable in the condensed consolidated balance sheets as the Company expects these reserves to be paid within the next twelve months. The long-term portion of $10.4 million is included in other long-term liabilities (see Note 13, "Other Long-Term Liabilities") in the condensed consolidated balance sheets, of which $8.0 million is classified in restructuring reserve and $2.4 million is classified in multiemployer pension plans ("MEPPs") withdrawal liability (see Note 14, "Employee Retirement Plans," for further details on the Company's MEPPs). |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||||||||||||||||
Goodwill is tested annually for impairment as of October 31, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value. No indications of impairment were identified during the three months ended March 31, 2014. Goodwill at March 31, 2014 and December 31, 2013, did not include any accumulated impairment losses. No goodwill impairment was recorded during the three months ended March 31, 2014 or 2013. | ||||||||||||||||||||||||||||
Activity impacting the Company's goodwill for the three months ended March 31, 2014, was as follows: | ||||||||||||||||||||||||||||
United States Print and Related Services | International | Total | ||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 746.2 | $ | 26.9 | $ | 773.1 | ||||||||||||||||||||||
Translation adjustment | — | (0.2 | ) | (0.2 | ) | |||||||||||||||||||||||
Balance at March 31, 2014 | $ | 746.2 | $ | 26.7 | $ | 772.9 | ||||||||||||||||||||||
The components of other intangible assets at March 31, 2014 and December 31, 2013, were as follows: | ||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Weighted | Gross | Accumulated | Net Book | Weighted | Gross | Accumulated | Net Book | |||||||||||||||||||||
Average | Carrying | Amortization | Value | Average | Carrying | Amortization | Value | |||||||||||||||||||||
Amortization | Amount | Amortization | Amount | |||||||||||||||||||||||||
Period (years) | Period (years) | |||||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||||||
Trademarks, patents, licenses and agreements | 5 | $ | 6.6 | $ | (5.2 | ) | $ | 1.4 | 5 | $ | 6.5 | $ | (5.2 | ) | $ | 1.3 | ||||||||||||
Customer relationships | 6 | 452.9 | (244.7 | ) | 208.2 | 6 | 444.9 | (226.4 | ) | 218.5 | ||||||||||||||||||
Capitalized software | 5 | 4.3 | (3.8 | ) | 0.5 | 5 | 4.3 | (3.6 | ) | 0.7 | ||||||||||||||||||
Acquired technology | 5 | 7.3 | (6.1 | ) | 1.2 | 5 | 7.3 | (6.0 | ) | 1.3 | ||||||||||||||||||
Total finite-lived intangible assets | $ | 471.1 | $ | (259.8 | ) | $ | 211.3 | $ | 463 | $ | (241.2 | ) | $ | 221.8 | ||||||||||||||
Amortization expense for other intangible assets was $18.9 million and $17.3 million for the three months ended March 31, 2014 and 2013, respectively. The following table outlines the estimated future amortization expense related to intangible assets as of March 31, 2014: | ||||||||||||||||||||||||||||
Amortization Expense | ||||||||||||||||||||||||||||
Remainder of 2014 | $ | 57.9 | ||||||||||||||||||||||||||
2015 | 76.4 | |||||||||||||||||||||||||||
2016 | 44.8 | |||||||||||||||||||||||||||
2017 | 12.4 | |||||||||||||||||||||||||||
2018 | 11.9 | |||||||||||||||||||||||||||
2019 and thereafter | 7.9 | |||||||||||||||||||||||||||
Total | $ | 211.3 | ||||||||||||||||||||||||||
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
The components of the Company's inventories at March 31, 2014 and December 31, 2013, were as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials and manufacturing supplies | $ | 173.2 | $ | 174.9 | ||||
Work in process | 55.2 | 46.6 | ||||||
Finished goods | 41.8 | 51 | ||||||
Total | $ | 270.2 | $ | 272.5 | ||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property, Plant and Equipment | ||||||||
The components of the Company's property, plant and equipment at March 31, 2014 and December 31, 2013, were as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 145.6 | $ | 145.8 | ||||
Buildings | 939.9 | 937.8 | ||||||
Machinery and equipment | 3,524.70 | 3,509.90 | ||||||
Other | 218.4 | 213.1 | ||||||
Construction in progress | 57.3 | 32.6 | ||||||
4,885.90 | 4,839.20 | |||||||
Less: accumulated depreciation | (2,971.4 | ) | (2,913.7 | ) | ||||
Total | $ | 1,914.50 | $ | 1,925.50 | ||||
Other consists of computer equipment, vehicles, furniture and fixtures, leasehold improvements and communication related equipment. | ||||||||
The Company recorded impairment charges of $1.1 million and $3.7 million for the three months ended March 31, 2014 and 2013, respectively, to reduce the carrying amounts of certain machinery and equipment no longer being utilized in production to fair value (see Note 3, "Restructuring, Impairment and Transaction-Related Charges" for further discussion on impairment charges). | ||||||||
The Company recognized depreciation expense of $64.9 million and $71.5 million for the three months ended March 31, 2014 and 2013, respectively. | ||||||||
Assets Held for Sale | ||||||||
Certain closed facilities are considered held for sale. The net book value of the assets held for sale was $5.5 million and $5.6 million as of March 31, 2014 and December 31, 2013, respectively. These assets were valued at their fair value, less the estimated costs to sell. The fair values were determined by the Company to be Level 3 under the fair value hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 3 inputs) and were estimated based on broker quotes and internal expertise related to current marketplace conditions. Assets held for sale are included in prepaid expenses and other current assets in the condensed consolidated balance sheets. |
Equity_Method_Investments_in_U
Equity Method Investments in Unconsolidated Entities | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity Method Investments in Unconsolidated Entities [Abstract] | ' | |||||||
Equity Method Investments in Unconsolidated Entities | ' | |||||||
Equity Method Investments in Unconsolidated Entities | ||||||||
The Company has a 49% ownership interest in Plural Industria Gráfica Ltda., formerly Plural Editora e Gráfica Ltda. ("Plural"), a commercial printer based in São Paulo, Brazil, and a 50% ownership interest in Quad/Graphics Chile S.A. ("Chile"), a commercial printer based in Santiago, Chile. The Company's ownership interest in Plural and Chile is accounted for using the equity method of accounting for all periods presented. The Company's equity earnings of Plural's and Chile's operations are recorded in the line item entitled equity in earnings (loss) of unconsolidated entities in the Company's condensed consolidated statements of operations, and is included within the International segment. | ||||||||
The combined condensed statements of operations for Plural and Chile for the three months ended March 31, 2014 and 2013, are presented below: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net sales | $ | 51.6 | $ | 56.8 | ||||
Operating income | 0.1 | 1.8 | ||||||
Net earnings (loss) | (0.8 | ) | 0.7 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Litigation | |
In the normal course of business, the Company is named as a defendant in various lawsuits in which claims are asserted against the Company. In the opinion of management, the liabilities, if any, which may ultimately result from such lawsuits are not expected to have a material impact on the condensed consolidated financial statements of the Company. | |
Environmental Reserves | |
The Company is subject to various laws, regulations and government policies relating to health and safety, to the generation, storage, transportation, and disposal of hazardous substances, and to environmental protection in general. The Company provides for expenses associated with environmental remediation obligations when such amounts are probable and can be reasonably estimated. Such reserves are adjusted as new information develops or circumstances change. The environmental reserves are not discounted. The Company believes it is in compliance with such laws, regulations and government policies in all material respects. Furthermore, the Company does not anticipate that maintaining compliance with such environmental statutes will have a material impact upon the Company's competitive or condensed consolidated financial position. |
World_Color_Press_Insolvency_P
World Color Press Insolvency Proceedings | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
World Color Press Insolvency Proceedings [Abstract] | ' | |||||||
World Color Press Insolvency Proceedings | ' | |||||||
World Color Press Insolvency Proceedings | ||||||||
The Company continues to manage the bankruptcy claim settlement process for the Quebecor World Inc. ("QWI") bankruptcy proceedings in the United States and Canada (QWI changed its name to "World Color Press Inc." upon emerging from bankruptcy on July 21, 2009). To the extent claims are allowed, the holders of such claims are entitled to receive recovery, with the nature of such recovery dependent upon the type and classification of such claims. In this regard, with respect to certain types of claims, the holders thereof are entitled to receive cash and/or unsecured notes, while the holders of certain other types of claims are entitled to receive a combination of Quad/Graphics common stock and cash, in accordance with the terms of the World Color Press Inc. ("World Color Press") 2010 acquisition agreement. | ||||||||
With respect to claims asserted by the holders thereof as being entitled to a priority cash recovery, the Company has estimated that approximately $2.1 million and $2.5 million of such recorded claims have yet to be paid as of March 31, 2014, and December 31, 2013, respectively, and this obligation is classified as amounts owing in satisfaction of bankruptcy claims in the condensed consolidated balance sheets. | ||||||||
With respect to unsecured claims held by creditors of the operating subsidiary debtors of Quebecor World (USA) Inc. (the "Class 3 Claims"), each allowed Class 3 Claim will be entitled to receive an unsecured note in an amount not to exceed 50% of such creditor's allowed Class 3 Claim, provided, however, that the aggregate principal amount of all such unsecured notes cannot exceed $75.0 million. In the event that the total of all allowed Class 3 Claims exceeds $150.0 million, each creditor holding an allowed Class 3 Claim will receive its pro rata share of $75.0 million of the unsecured notes issued, together with accrued interest and a 5% prepayment redemption premium thereon (the total of which is $89.2 million). In connection with the World Color Press acquisition, the Company was required to deposit the maximum potential payout to the Class 3 Claim creditors of $89.2 million with a trustee, and that amount will remain with the trustee until either (1) it is paid to a creditor for an allowed Class 3 Claim or (2) upon all Class 3 Claims being resolved any excess amount will revert to the Company. | ||||||||
In the three months ended March 31, 2014, $0.1 million was paid to Class 3 Claim creditors. At March 31, 2014, $55.9 million of the maximum potential payout to the Class 3 Claim creditors remains and is classified as restricted cash in the condensed consolidated balance sheets. Based on the Company's analysis of the outstanding claims, the Company has a liability of $17.9 million at March 31, 2014, classified as unsecured notes to be issued in the condensed consolidated balance sheets. Activity impacting the Company's restricted cash and unsecured notes to be issued for the three months ended March 31, 2014, was as follows: | ||||||||
Restricted Cash | Unsecured | |||||||
Notes | ||||||||
to be Issued | ||||||||
Balance at December 31, 2013 | $ | 56 | $ | 18 | ||||
Class 3 Claim payments during 2014 | (0.1 | ) | (0.1 | ) | ||||
Balance at March 31, 2014 | $ | 55.9 | $ | 17.9 | ||||
The components of the Company's restricted cash at March 31, 2014 and December 31, 2013, were as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Short-term restricted cash | $ | 7.3 | $ | 4.5 | ||||
Long-term restricted cash | 48.6 | 51.5 | ||||||
Total restricted cash | $ | 55.9 | $ | 56 | ||||
While the liabilities recorded for any bankruptcy matters are based on management's current assessment of the amount likely to be paid, it is not possible to identify the final amount of priority cash claims or the amount of Class 3 Claims that will ultimately be allowed by the U.S. Bankruptcy Court. Therefore, amounts owing in satisfaction of bankruptcy claims on the condensed consolidated balance sheets could be materially higher than the amounts estimated, which would require additional cash payments to be made for the amount exceeding the Company's estimate. Amounts payable related to the unsecured notes could reach the maximum aggregate principal amount of $75.0 million, which would not require an additional cash payment as the maximum potential exposure has already been funded in trust, but would require additional liability and expense to be recorded as the Company's estimate of total Class 3 Claim liability is $51.2 million ($33.3 million paid plus the $17.9 million remaining estimated liability as of March 31, 2014). In light of the substantial number and amount of claims filed, the claims resolution process will take considerable time to complete. |
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
Long-term debt consisted of the following as of March 31, 2014, and December 31, 2013: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Master note and security agreement | $ | 487.7 | $ | 490.2 | ||||
Term loan A—$450.0 million | 405 | 416.3 | ||||||
Term loan B—$200.0 million | 194.4 | 194.8 | ||||||
Revolving credit facility—$850.0 million | 261 | 209.8 | ||||||
International term loan—$78.4 million | 56.1 | 58.2 | ||||||
International revolving credit facility—$16.5 million | 7.8 | 2.3 | ||||||
Equipment term loans | 15.7 | 16.4 | ||||||
Other | 4.4 | 5.3 | ||||||
Total debt | $ | 1,432.10 | $ | 1,393.30 | ||||
Less: short-term debt and current portion of long-term debt | (132.9 | ) | (127.6 | ) | ||||
Long-term debt | $ | 1,299.20 | $ | 1,265.70 | ||||
Based upon the interest rates available to the Company for borrowings with similar terms and maturities, the fair value of the Company's total debt was approximately $1.4 billion at March 31, 2014. The fair value determination of the Company's total debt was categorized as Level 2 in the fair value hierarchy (see Note 12, "Financial Instruments and Fair Value Measurements," for the definition of Level 2 inputs). | ||||||||
As of March 31, 2014, the Company's various lending arrangements included certain financial covenants (all financial terms, numbers and ratios are as defined in the Company's debt agreements). Among these covenants, the Company was required to maintain the following as of March 31, 2014 (for each covenant, the most restrictive measurement has been included below): | ||||||||
• | On a rolling twelve-month basis, the total leverage ratio, defined as total consolidated debt to consolidated EBITDA (as defined in the debt agreement), shall not exceed 3.50 to 1.00 (for the twelve months ended March 31, 2014, the Company's leverage ratio was 2.48 to 1.00). | |||||||
• | On a rolling twelve-month basis, the minimum interest coverage ratio, defined as consolidated EBITDA to consolidated cash interest expense, shall not be less than 3.50 to 1.00 (for the twelve months ended March 31, 2014, the Company's interest coverage ratio was 7.36 to 1.00). | |||||||
• | On a rolling twelve-month basis, the fixed charge coverage ratio, defined as consolidated EBITDA and rent expense to interest and rent expense, shall not be less than 1.50 to 1.00 (for the twelve months ended March 31, 2014, the Company's fixed charge coverage ratio was 4.35 to 1.00). | |||||||
• | Consolidated net worth of at least $745.8 million plus 40% of positive consolidated net income cumulatively for each year. As of March 31, 2014, consolidated net worth must be at least $793.9 million (as of March 31, 2014, the Company's consolidated net worth under the most restrictive covenant per the various debt agreements was $1.2 billion). | |||||||
In addition to those covenants, the $1.5 billion debt financing agreement also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. If the Company's total leverage ratio is greater than 3.00 to 1.00 (total leverage ratio as defined in the debt financing agreement), the Company is prohibited from making greater than $120.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the total leverage ratio is less than 3.00 to 1.00, there are no such restrictions. | ||||||||
On April 28, 2014, the Company completed its $1.9 billion debt financing arrangements, which included refinancing, extending and expanding its existing revolving credit facility, Term Loan A and Term Loan B with a $1.6 billion senior secured credit facility and a high-yield bond offering of $300 million aggregate principal amount of its unsecured 7.0% senior notes due May 1, 2022. See Note 21, "Subsequent Events," for further details on these debt arrangements. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company records income tax expense on an interim basis. The estimated annual effective income tax rate is adjusted quarterly and items discrete to a specific quarter are reflected in tax expense for that interim period. The effective income tax rate for the interim period can differ from the statutory tax rate, as it reflects changes in valuation allowances due to expected current year earnings or loss and other discrete items, such as changes in the liability for unrecognized tax benefits related to establishment and settlement of income tax exposures. | |
The Company’s unrecognized tax benefits did not materially change for the three months ended March 31, 2014. The Company anticipates a decrease to its liability for unrecognized tax benefits of $13.3 million within the next 12 months due to resolution of audits or statute expirations. |
Financial_Instruments_and_Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended | |
Mar. 31, 2014 | ||
Financial Instruments and Fair Value Measurements [Abstract] | ' | |
Financial Instruments and Fair Value Measurements | ' | |
Financial Instruments and Fair Value Measurements | ||
Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets and liabilities are recorded at fair value on a nonrecurring basis, generally as a result of acquisitions or impairment charges. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP also classifies the inputs used to measure fair value into the following hierarchy: | ||
Level 1: | Quoted prices in active markets for identical assets or liabilities. | |
Level 2: | Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. | |
Level 3: | Unobservable inputs for the asset or liability. There are no Level 3 recurring measurements of assets or liabilities as of March 31, 2014. | |
The Company records the fair value of its forward contracts and pension plan assets on a recurring basis. The fair value of cash and cash equivalents, receivables, inventories, restricted cash, accounts payable, accrued liabilities and amounts owing in satisfaction of bankruptcy claims approximate their carrying values as of March 31, 2014 and December 31, 2013. See Note 10, "Debt," for further discussion on the fair value of the Company's debt. | ||
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. See Note 2, "Acquisitions and Strategic Investments," for further discussion on acquisitions and Note 3, "Restructuring, Impairment and Transaction-Related Charges," for further discussion on impairment charges recorded as a result of the remeasurement of certain long-lived assets. | ||
The Company has operations in countries that have transactions outside their functional currencies and periodically enters into foreign exchange contracts. These contracts are used to hedge the net exposures of changes in foreign currency exchange rates and are designated as either cash flow hedges or fair value hedges. Gains or losses on net foreign currency hedges are intended to offset losses or gains on the underlying net exposures in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates. There were no open foreign currency exchange contracts as of March 31, 2014. | ||
The Company periodically enters into natural gas forward purchase contracts to hedge against increases in commodity costs. During the three months ended March 31, 2014 and 2013, the Company's commodity contracts qualified for the exception related to normal purchases and sales as the Company takes delivery in the normal course of business. |
Other_LongTerm_Liabilities
Other Long-Term Liabilities | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Other Long-Term Liabilities | ' | |||||||
Other Long-Term Liabilities | ||||||||
Other long-term liabilities consisted of the following as of March 31, 2014 and December 31, 2013: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Single employer pension and postretirement obligations | $ | 99.1 | $ | 109.2 | ||||
Multiemployer pension plans—withdrawal liability | 49.5 | 53.1 | ||||||
Tax-related liabilities | 26.3 | 24.6 | ||||||
Employee-related liabilities | 54.4 | 54.5 | ||||||
Restructuring reserve | 8 | 8.5 | ||||||
Other | 50.5 | 54 | ||||||
Total | $ | 287.8 | $ | 303.9 | ||||
Employee_Retirement_Plans
Employee Retirement Plans | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||
Employee Retirement Plans | ' | |||||||
Employee Retirement Plans | ||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||||||||
The Company sponsors various funded and unfunded pension plans for a portion of its full-time employees in the United States. Benefits are generally based upon years of service and compensation. These plans are funded in conformity with the applicable government regulations. The Company funds at least the minimum amount required for all qualified plans using actuarial cost methods and assumptions acceptable under government regulations. In addition to pension benefits, the Company provides certain healthcare and life insurance benefits for some retired employees. | ||||||||
The components of the net pension income and net postretirement benefits income for the three months ended March 31, 2014 and 2013, are as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Pension income | ||||||||
Interest cost | $ | (7.3 | ) | $ | (7.0 | ) | ||
Expected return on plan assets | 8.6 | 7.5 | ||||||
Net periodic pension benefit income | 1.3 | 0.5 | ||||||
Amortization of actuarial loss | — | (0.1 | ) | |||||
Net pension income | $ | 1.3 | $ | 0.4 | ||||
Postretirement benefits income | ||||||||
Amortization of prior service credit | $ | 1.4 | $ | 1.4 | ||||
Amortization of actuarial gain | 0.1 | — | ||||||
Net postretirement benefits income | $ | 1.5 | $ | 1.4 | ||||
During the three months ended March 31, 2014, the Company made the following contributions and benefit payments to its defined benefit pension and postretirement plans: | ||||||||
Three Months Ended | ||||||||
31-Mar-14 | ||||||||
Contributions on qualified pension plans | $ | 8.3 | ||||||
Benefit payments on non-qualified pension plans | 3.1 | |||||||
Benefit payments on postretirement plans | 0.2 | |||||||
Total benefit plan payments | $ | 11.6 | ||||||
Multiemployer Pension Plans | ||||||||
The Company has withdrawn from all significant MEPPs and replaced these union sponsored “promise to pay in the future” defined benefit plans with a Company sponsored “pay as you go” defined contribution plan. The two MEPPs, the Graphic Communications International Union – Employer Retirement Fund (“GCIU”) and the Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund (“GCC”), are significantly underfunded, and will require the Company to pay a withdrawal liability to fund its pro rata share of the underfunding as of the plan year the full withdrawal was completed. As a result of the decision to withdraw, the Company accrued a $98.6 million estimated withdrawal liability based on information provided by each plan's trustee, as part of the purchase price allocation for World Color Press. | ||||||||
The Company has received notices of withdrawal and demand for payment letters for both the GCIU and GCC plans, which, in total are in excess of the $98.6 million in original reserves established by the Company for the withdrawals. The Company is in the process of determining the final withdrawal payment, and is currently in arbitration with the MEPPs' trustees and arbitrators have been selected. The withdrawal liability reserved by the Company is within the range of the Company's estimated potential outcomes. The Company made payments totaling $3.6 million for the three months ended March 31, 2014 and 2013, respectively, as requested by the MEPPs and as required by the Employee Retirement Income Security Act, although such payments do not waive the Company's rights to object to the withdrawal liabilities submitted by the GCIU and GCC plan administrators. | ||||||||
As of March 31, 2014, the Company has reserved $69.4 million as its estimate of the total MEPPs withdrawal liability, of which $49.5 million is recorded in other long-term liabilities, $14.4 million is recorded in accrued liabilities and $5.5 million is recorded as a World Color Press bankruptcy liability in unsecured notes to be issued in the condensed consolidated balance sheets. This estimate may increase or decrease depending on the final agreement with the MEPPs' trustees. |
Loss_Per_Share_Attributable_to
Loss Per Share Attributable to Quad/Graphics Common Shareholders | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Loss Per Share Attributable to Quad/Graphics Common Shareholders | ' | |||||||
Loss Per Share Attributable to Quad/Graphics Common Shareholders | ||||||||
Basic loss per share attributable to Quad/Graphics common shareholders is computed as net loss attributable to Quad/Graphics common shareholders less the allocation of participating securities, divided by the basic weighted average common shares outstanding of 47.4 million and 46.8 million shares for the three months ended March 31, 2014 and 2013, respectively. The calculation of a diluted earnings per share amount includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of (1) the amount the employee must pay upon exercise of the award, (2) the amount of unearned stock-based compensation costs attributed to future services and (3) the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the award. Equity incentive instruments for which the total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net losses, and accordingly, the Company excludes them from the calculation. Due to the net loss attributable to Quad/Graphics common shareholders incurred during the three months ended March 31, 2014 and March 31, 2013, the assumed exercise of all equity incentive instruments was anti-dilutive and, therefore, not included in the diluted loss per share attributable to Quad/Graphics common shareholders calculation for that period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are required to be treated as participating securities and included in the computation of loss per share pursuant to the two-class method. The Company's participating securities are composed of unvested stock options granted on November 18, 2011. There was no impact to basic and diluted earnings per share attributable to Quad/Graphics common shareholders due to the Company's participating securities during the three months ended March 31, 2014. The Company's participating securities reduced basic and diluted loss per share attributable to Quad/Graphics common shareholders by $0.01 for the three months ended March 31, 2013. | ||||||||
Reconciliations of the numerator and the denominator of the basic and diluted per share computations for the Company's common stock, for the three months ended March 31, 2014 and 2013, are summarized as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Numerator: | ||||||||
Net loss attributable to Quad/Graphics common shareholders | $ | (8.8 | ) | $ | (14.0 | ) | ||
Adjustments to net loss attributable to Quad/Graphics common shareholders | ||||||||
Allocation to participating securities | (0.1 | ) | (0.3 | ) | ||||
Net loss attributable to Quad/Graphics common shareholders – adjusted | $ | (8.9 | ) | $ | (14.3 | ) | ||
Denominator: | ||||||||
Basic weighted average number of common shares outstanding for all classes of common shares | 47.4 | 46.8 | ||||||
Plus: effect of dilutive equity incentive instruments | — | — | ||||||
Diluted weighted average number of common shares outstanding for all classes of common shares | 47.4 | 46.8 | ||||||
Loss per share attributable to Quad/Graphics common shareholders: | ||||||||
Basic and Diluted | $ | (0.19 | ) | $ | (0.31 | ) | ||
Cash dividends paid per common share for all classes of common shares | $ | 0.3 | $ | 0.3 | ||||
Equity_Incentive_Programs
Equity Incentive Programs | 3 Months Ended | |||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||
Equity Incentive Programs | ' | |||||||||||||||||
Equity Incentive Programs | ||||||||||||||||||
The shareholders of the Company approved the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan ("Omnibus Plan") for two complimentary purposes: (1) to attract and retain outstanding individuals to serve as directors, officers and employees and (2) to increase shareholder value. The Omnibus plan provides for an aggregate 7,871,652 shares of class A common stock reserved for issuance under the Omnibus Plan. Awards under the Omnibus Plan may consist of incentive awards, stock options, stock appreciation rights, performance shares, performance share units, shares of class A common stock, restricted stock, restricted stock units, deferred stock units or other stock-based awards as determined by the Company's board of directors. Each stock option granted has an exercise price of no less than 100% of the fair market value of the class A common stock on the date of grant. As of March 31, 2014, there are 1,708,128 shares available for issuance under the Omnibus Plan. | ||||||||||||||||||
The Company recognizes compensation expense, based on estimated grant date fair values, for all share-based awards issued to employees and non-employee directors, including stock options, performance shares, performance share units, restricted stock, restricted stock units and deferred stock units. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite three to four year service period of the awards, except deferred stock units ("DSU"), which are fully vested and expensed on the grant date. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management's expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. | ||||||||||||||||||
Equity Incentive Compensation Expense | ||||||||||||||||||
The total compensation expense recognized related to all equity incentive programs was $4.2 million and $5.2 million for the three months ended March 31, 2014 and 2013, respectively, and was recorded in selling, general and administrative expenses in the condensed consolidated statements of operations. Total future compensation expense related to all equity incentive programs granted as of March 31, 2014, is approximately $30.9 million. Estimated future compensation expense is $14.3 million for 2014, $10.5 million for 2015, $5.2 million for 2016 and $0.9 million for 2017. | ||||||||||||||||||
Stock Options | ||||||||||||||||||
Options vest over four years, with no vesting in the first year and one-third vesting upon the second, third and fourth anniversary dates. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Options expire no later than the tenth anniversary of the grant date, 24 months after termination for death, 36 months after termination for normal retirement or disability and 90 days after termination of employment for any other reason. Options are not credited with dividend declarations, except for the November 18, 2011 grants. Stock options are only to be granted to employees. | ||||||||||||||||||
There were no stock options granted under the Omnibus Plan during the three months ended March 31, 2014 and 2013. Compensation expense recognized related to stock options was $2.0 million and $2.5 million for the three months ended March 31, 2014 and 2013, respectively. Total future compensation expense for all stock options granted as of March 31, 2014, is approximately $5.6 million. Estimated future compensation expense is $5.4 million for 2014 and $0.2 million for 2015. | ||||||||||||||||||
The following table is a summary of the stock option activity for the three months ended March 31, 2014: | ||||||||||||||||||
Shares Under | Weighted Average | Weighted Average | Aggregate | |||||||||||||||
Option | Exercise | Remaining | Intrinsic Value | |||||||||||||||
Price | Contractual Term | (millions) | ||||||||||||||||
(years) | ||||||||||||||||||
Outstanding at December 31, 2013 | 3,759,265 | $ | 20.82 | 5.8 | $ | 30 | ||||||||||||
Granted | — | — | ||||||||||||||||
Exercised | (59,104 | ) | 14.27 | |||||||||||||||
Cancelled/forfeited/expired | (44,506 | ) | 24.71 | |||||||||||||||
Outstanding at March 31, 2014 | 3,655,655 | $ | 20.88 | 5.5 | $ | 17.9 | ||||||||||||
Exercisable at March 31, 2014 | 2,829,598 | $ | 20.96 | 5.3 | $ | 13.1 | ||||||||||||
The intrinsic value of options exercisable and options outstanding at March 31, 2014 and December 31, 2013, is based on the fair value of the stock price. At March 31, 2014, all outstanding options are either vested or expected to vest. | ||||||||||||||||||
The following table is a summary of the stock option exercises and vesting activity for the three months ended March 31, 2014 and 2013: | ||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Total intrinsic value of stock options exercised | $ | 0.5 | $ | 0.2 | ||||||||||||||
Cash received from stock option exercises | 0.8 | 0.5 | ||||||||||||||||
Total grant date fair value of stock options vested | 1.9 | 1.8 | ||||||||||||||||
Performance Share and Performance Share Units | ||||||||||||||||||
Performance share ("PS") and performance share unit ("PSU") awards consist of shares or the rights to shares of the Company's class A common stock which are awarded to employees of the Company. These shares are payable upon the determination that the Company achieved certain established performance targets and can range from 0% to 200% of the targeted payout based on the actual results. Shares awarded in 2013 have a performance period of three years ending December 31, 2015. As set forth in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Grantees receiving PS or PSU grants receive full credit for dividends during the vesting period. All such dividends will be paid to the grantee within 45 days of full vesting. Upon vesting, PSUs will be settled either through cash payment equal to the fair market value of the PSUs on the vesting date or through issuance of Company class A common stock. There are no voting rights with these instruments until vesting occurs and a share of stock is issued. | ||||||||||||||||||
The following table is a summary of PS and PSU award activity for the three months ended March 31, 2014: | ||||||||||||||||||
Performance Shares | Performance Share Units | |||||||||||||||||
Shares | Weighted- | Weighted- | Units | Weighted- | Weighted- | |||||||||||||
Average | Average | Average | Average | |||||||||||||||
Grant Date | Remaining Contractual Term (years) | Grant Date | Remaining Contractual Term (years) | |||||||||||||||
Fair Value | Fair Value | |||||||||||||||||
Per Share | Per Share | |||||||||||||||||
Nonvested at December 31, 2013 | 351,848 | $ | 20.39 | 2 | 16,208 | $ | 20.5 | 2 | ||||||||||
Granted | — | — | — | — | ||||||||||||||
Vested | — | — | — | — | ||||||||||||||
Forfeited | (3,312 | ) | 20.39 | — | — | |||||||||||||
Nonvested at March 31, 2014 | 348,536 | $ | 20.39 | 1.8 | 16,208 | $ | 20.5 | 1.8 | ||||||||||
During the three months ended March 31, 2014, there were no PS or PSU awards granted. During the three months ended March 31, 2013, PS awards of 389,930 shares and PSU awards of 16,208 units were granted at a weighted-average grant date fair value of $20.39 and $20.50, respectively. On the grant dates, the target number of shares ("target shares") was granted. During the performance period, the target shares will be earned or forfeited, and additional shares, up to the maximum number of shares, may be granted at the end of the performance period. The potential payouts for nonvested awards at March 31, 2014 range from zero to 729,488 PS or PSU awards should certain performance targets be achieved. In general, PS and PSU awards will vest at the end of the performance period, provided the holder of the share is continuously employed by the Company until the vesting date. | ||||||||||||||||||
Compensation expense for awards granted are recognized based on the targeted payout of 100%, net of estimated forfeitures. Compensation expense recognized related to PS and PSUs was $0.6 million for the three months ended March 31, 2014 and 2013. Total future compensation expense for all PS and PSUs granted as of March 31, 2014, is approximately $4.3 million. Estimated future compensation expense is $1.9 million for 2014 and $2.4 million for 2015. | ||||||||||||||||||
Restricted Stock and Restricted Stock Units | ||||||||||||||||||
Restricted stock ("RS") and restricted stock unit ("RSU") awards consist of shares or the rights to shares of the Company's class A common stock which are awarded to employees of the Company. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the employee. RSU awards are typically granted to eligible employees outside of the United States. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Grantees receiving RS grants are able to exercise full voting rights and receive full credit for dividends during the vesting period. All such dividends will be paid to the RS grantee within 45 days of full vesting. Grantees receiving RSUs granted prior to January 1, 2012 are not entitled to vote and do not earn dividends. Grantees receiving RSUs on or after January 1, 2012 are not entitled to vote but do earn dividends. Upon vesting, RSUs will be settled either through cash payment equal to the fair market value of the RSUs on the vesting date or through issuance of Company class A common stock. | ||||||||||||||||||
The following table is a summary of RS and RSU award activity for the three months ended March 31, 2014: | ||||||||||||||||||
Restricted Stock | Restricted Stock Units | |||||||||||||||||
Shares | Weighted- | Weighted- | Units | Weighted- | Weighted- | |||||||||||||
Average | Average | Average | Average | |||||||||||||||
Grant Date | Remaining | Grant Date | Remaining | |||||||||||||||
Fair Value | Contractual | Fair Value | Contractual | |||||||||||||||
Per Share | Term (years) | Per Share | Term (years) | |||||||||||||||
Nonvested at December 31, 2013 | 735,357 | $ | 20.88 | 1.4 | 49,673 | $ | 20.49 | 1.6 | ||||||||||
Granted | 701,811 | 23.45 | 17,767 | 23.45 | ||||||||||||||
Vested | (98,696 | ) | 40.48 | (3,217 | ) | 38.86 | ||||||||||||
Forfeited | (6,464 | ) | 17.44 | — | — | |||||||||||||
Nonvested at March 31, 2014 | 1,332,008 | $ | 20.8 | 2.2 | 64,223 | $ | 20.39 | 1.9 | ||||||||||
During the three months ended March 31, 2014, RS awards of 701,811 shares and RSU awards of 17,767 units were granted at a weighted-average grant date fair value of $23.45. During the three months ended March 31, 2013, RS awards of 408,146 shares and RSU awards of 32,671 units were granted at a weighted-average grant date fair value of $20.39 and $20.72, respectively. In general, RS and RSU awards will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed by the Company until the vesting date. Compensation expense recognized for RS and RSUs was $1.0 million and $1.4 million for the three months ended March 31, 2014 and 2013, respectively. Total future compensation expense for all RS and RSUs granted as of March 31, 2014, is approximately $21.0 million. Estimated future compensation expense is $7.0 million for 2014, $7.9 million for 2015, $5.2 million for 2016 and $0.9 million for 2017. | ||||||||||||||||||
Deferred Stock Units | ||||||||||||||||||
DSUs are awards of rights to shares of the Company's class A common stock and are awarded to non-employee directors of the Company. The following table is a summary of DSU award activity for the three months ended March 31, 2014: | ||||||||||||||||||
Deferred Stock Units | ||||||||||||||||||
Units | Weighted-Average Grant Date Fair Value Per Share | |||||||||||||||||
Outstanding at December 31, 2013 | 79,096 | $ | 18.95 | |||||||||||||||
Granted | 26,316 | 23.45 | ||||||||||||||||
Dividend equivalents granted | 1,024 | |||||||||||||||||
Settled | — | — | ||||||||||||||||
Forfeited | — | — | ||||||||||||||||
Outstanding at March 31, 2014 | 106,436 | $ | 20.06 | |||||||||||||||
The Company granted 26,316 and 33,115 DSUs during the three months ended March 31, 2014 and 2013, respectively, at a grant date fair value of $23.45 and $20.39, respectively. The deferred stock units are fully vested on the grant date. Each DSU entitles the grantee to receive one share of class A common stock upon the earlier of the separation date of the grantee or the second anniversary of the grant date, but could be subject to acceleration for a change in control, death or disability as defined in the individual DSU grant agreement. Grantees of DSUs may not exercise voting rights, but are credited with dividend equivalents and those dividend equivalents will be converted into additional DSUs based on the closing price of the class A common stock. Dividend equivalents were granted during the three months ended March 31, 2014 and 2013, of 1,024 and 938 units, respectively. The compensation expense recorded for DSUs was $0.6 million and $0.7 million for the three months ended March 31, 2014 and 2013, respectively. As these awards were fully vested on the grant date, all compensation expense was recognized at the date of grant. | ||||||||||||||||||
Other information | ||||||||||||||||||
Authorized unissued shares or treasury shares may be used for issuance under the Company's equity incentive programs. The Company intends to use treasury shares of its class A common stock to meet the stock requirements of its awards in the future. |
Shareholders_Equity
Shareholders' Equity | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||
Shareholders' Equity | ' | |||||||||||
Shareholders' Equity | ||||||||||||
The Company has three classes of common stock as follows (share data in millions): | ||||||||||||
Issued Common Stock | ||||||||||||
Authorized Shares | Outstanding | Treasury | Total Issued Shares | |||||||||
Class A common stock ($0.025 par value) | 80 | |||||||||||
March 31, 2014 | 34.6 | 5.4 | 40 | |||||||||
December 31, 2013 | 33.8 | 6.2 | 40 | |||||||||
Class B common stock ($0.025 par value) | 80 | |||||||||||
March 31, 2014 | 14.2 | 0.8 | 15 | |||||||||
December 31, 2013 | 14.2 | 0.8 | 15 | |||||||||
Class C common stock ($0.025 par value) | 20 | |||||||||||
March 31, 2014 | — | 0.5 | 0.5 | |||||||||
December 31, 2013 | — | 0.5 | 0.5 | |||||||||
In accordance with the Articles of Incorporation, each class A common share has one vote per share and each class B and class C common share has ten votes per share on all matters voted upon by the Company's shareholders. Liquidation rights are the same for all three classes of common stock. | ||||||||||||
The Company also has 0.5 million shares of $0.01 par value preferred stock authorized, of which none were issued at March 31, 2014 and December 31, 2013. The Company has no present plans to issue any preferred stock. | ||||||||||||
In accordance with the Articles of Incorporation, dividends are paid equally for class A, class B and class C common shares. The following table details the dividend activity related to the Company's then outstanding shares of class A, class B and class C common stock for the three months ended March 31, 2014 and 2013: | ||||||||||||
Declaration Date | Record Date | Payment Date | Dividend Amount | |||||||||
per Share | ||||||||||||
2014 | ||||||||||||
Q1 2014 dividend | February 26, 2014 | March 12, 2014 | March 21, 2014 | $ | 0.3 | |||||||
2013 | ||||||||||||
Q1 2013 dividend | March 4, 2013 | March 18, 2013 | March 29, 2013 | $ | 0.3 | |||||||
Common Stock and Other Equity and Noncontrolling Interests | ||||||||||||
Activity impacting the Company's common stock and other equity and noncontrolling interests for the three months ended March 31, 2014 was as follows: | ||||||||||||
Quad/Graphics Common Stock and Other Equity | Noncontrolling Interests | |||||||||||
Balance at December 31, 2013 | $ | 1,288.90 | $ | (1.3 | ) | |||||||
Net loss attributable to Quad/Graphics common shareholders | (8.8 | ) | — | |||||||||
Net loss attributable to noncontrolling interests | — | (0.3 | ) | |||||||||
Translation adjustments | (0.8 | ) | — | |||||||||
Cash dividends declared | (15.1 | ) | — | |||||||||
Stock-based compensation charges | 4.2 | — | ||||||||||
Sale of stock for options exercised | 0.8 | — | ||||||||||
Shares withheld from employees for the tax obligation on equity grants | (1.0 | ) | — | |||||||||
Purchase of additional ownership in Morvillo (1) | (1.6 | ) | 1.6 | |||||||||
Pension and other postretirement benefit plan adjustments, net of tax | (0.9 | ) | — | |||||||||
Balance at March 31, 2014 | $ | 1,265.70 | $ | — | ||||||||
______________________________ | ||||||||||||
-1 | With the purchase of additional ownership in Morvillo, the Company adjusted the noncontrolling interest on the condensed consolidated balance sheet, which was in a deficit position due to losses incurred at Morvillo. See Note 2, "Acquisitions and Strategic Investments," for further discussion. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Accumulated Other Comprehensive Loss | ' | |||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||
The changes in accumulated other comprehensive loss by component, net of tax, for the three months ended March 31, 2014, were as follows: | ||||||||||||
Translation Adjustments | Pension and Other Postretirement Benefit Plan Adjustments | Total | ||||||||||
Balance at December 31, 2013 | $ | (43.3 | ) | $ | 37.7 | $ | (5.6 | ) | ||||
Other comprehensive loss before reclassifications | (0.8 | ) | — | (0.8 | ) | |||||||
Amounts reclassified from accumulated other comprehensive loss to net loss | — | (0.9 | ) | (0.9 | ) | |||||||
Net other comprehensive loss | (0.8 | ) | (0.9 | ) | (1.7 | ) | ||||||
Balance at March 31, 2014 | $ | (44.1 | ) | $ | 36.8 | $ | (7.3 | ) | ||||
The details about the reclassifications from accumulated other comprehensive loss to net loss for the three months ended March 31, 2014 and 2013, were as follows: | ||||||||||||
Details about Accumulated Other | Three Months Ended March 31, | Condensed Consolidated Statements of Operations Presentation | ||||||||||
Comprehensive Loss Components | 2014 | 2013 | ||||||||||
Revaluation gain on sale of businesses | $ | — | $ | (2.4 | ) | Selling, general and administrative expenses | ||||||
Amortization of pension and other postretirement benefit plan adjustments | $ | (1.5 | ) | $ | (1.4 | ) | Selling, general and administrative expenses | |||||
Income tax benefit | 0.6 | 0.6 | Income tax benefit | |||||||||
Amortization of pension and other postretirement benefit plan adjustments, net of tax | $ | (0.9 | ) | $ | (0.8 | ) | ||||||
Total reclassifications for the period, net of tax | $ | (0.9 | ) | $ | (3.2 | ) |
Segment_Information
Segment Information | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
The Company operates primarily in the commercial print portion of the printing industry, with related product and service offerings designed to offer clients complete solutions for communicating their messages to target audiences. The Company's operating and reportable segments are aligned with how the chief operating decision maker of the Company currently manages the business. The Company's reportable and operating segments and their product and service offerings are summarized below: | ||||||||||||||||
United States Print and Related Services | ||||||||||||||||
The United States Print and Related Services segment is predominantly comprised of the Company's United States printing operations and is managed as one integrated platform. This includes consumer magazines, catalogs, retail inserts, special interest publications, journals, direct mail, books, directories, in-store marketing, packaging, and other commercial and specialty printed products, together with the related service offerings, including marketing strategy, media planning and placement, data insights, response analytics services, creative services, videography, photography, workflow solutions, digital imaging, facilities management services, digital publishing, interactive print solutions including image recognition and near field communication technology, mailing, distribution, logistics, and data optimization and hygiene services. This segment also includes the design, development, manufacture and service of printing-related auxiliary equipment, as well as the manufacture of ink. | ||||||||||||||||
International | ||||||||||||||||
The International segment consists of the Company's printing operations in Europe and Latin America, including operations in Poland, Argentina, Brazil, Chile, Colombia, Mexico and Peru. This segment provides printed products and related services consistent with the United States Print and Related Services segment, with the exception of printing-related auxiliary equipment, which is included in the United States Print and Related Services segment. | ||||||||||||||||
Corporate | ||||||||||||||||
Corporate consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal and finance. In addition, in 2014 certain costs and earnings of employee retirement plans, such as pension and other postretirement benefits plans, are included in Corporate and not allocated to the operating segments. | ||||||||||||||||
The following is a summary of segment information for the three months ended March 31, 2014 and 2013: | ||||||||||||||||
Net Sales | Operating Income/(Loss) | Restructuring, Impairment and Transaction-Related Charges | ||||||||||||||
Products | Services | |||||||||||||||
Three months ended March 31, 2014 | ||||||||||||||||
United States Print and Related Services | $ | 842.6 | $ | 143.6 | $ | 22.3 | $ | 9.5 | ||||||||
International | 111.1 | 5.5 | 0.1 | 0.5 | ||||||||||||
Total operating segments | 953.7 | 149.1 | 22.4 | 10 | ||||||||||||
Corporate | — | — | (11.4 | ) | 1.9 | |||||||||||
Total | $ | 953.7 | $ | 149.1 | $ | 11 | $ | 11.9 | ||||||||
Three months ended March 31, 2013 | ||||||||||||||||
United States Print and Related Services | $ | 864.2 | $ | 145 | $ | 22.1 | $ | 15.7 | ||||||||
International | 118.3 | 2 | 0.5 | 1.1 | ||||||||||||
Total operating segments | 982.5 | 147 | 22.6 | 16.8 | ||||||||||||
Corporate | — | — | (23.5 | ) | 9.1 | |||||||||||
Total | $ | 982.5 | $ | 147 | $ | (0.9 | ) | $ | 25.9 | |||||||
Restructuring, impairment and transaction-related charges for the three months ended March 31, 2014 and 2013 are further described in Note 3, "Restructuring, Impairment and Transaction-Related Charges," and are included in the operating income/(loss) results by segment above. | ||||||||||||||||
A reconciliation of operating income (loss) to loss before income taxes and equity in earnings (loss) of unconsolidated entities as reported in the condensed consolidated statements of operations for the three months ended March 31, 2014 and 2013 is as follows: | ||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Operating income (loss) | $ | 11 | $ | (0.9 | ) | |||||||||||
Less: interest expense | 20.9 | 21.9 | ||||||||||||||
Loss before income taxes and equity in earnings (loss) of unconsolidated entities | $ | (9.9 | ) | $ | (22.8 | ) |
New_Accounting_Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2014 | |
New Accounting Pronouncements [Abstract] | ' |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance on the presentation of discontinued operations, which modifies the requirements for disposals to qualify as discontinued operations and expands related disclosure requirements. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2014, with early adoption permitted for disposals that have not been reported in financial statements previously issued or available for issuance. The Company plans to adopt this new guidance effective January 1, 2015. The adoption of this guidance may impact whether future disposals qualify as discontinued operations and therefore could impact the Company’s financial statement presentation and disclosures. |
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
Subsequent Events | ||
Pending Brown Printing Acquisition | ||
On April 7, 2014, the Company and Brown Printing announced a definitive agreement whereby Quad/Graphics will acquire Brown Printing for $100 million. Brown Printing provides magazine and catalog printing, distribution services and integrated media solutions to magazine publishers and catalog marketers in the United States. | ||
The acquisition has been approved by both Quad/Graphics Board of Directors and the shareholders of Brown Printing's parent company Gruner + Jahr AG & Co KG and is expected to close later this year. Completion of the acquisition is subject to customary conditions and regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. | ||
$1.9 Billion Debt Financing Arrangements | ||
On April 28, 2014, the Company completed its previously announced $1.9 billion debt financing arrangements, which included refinancing, extending and expanding its existing revolving credit facility, Term Loan A and Term Loan B with a $1.6 billion senior secured credit facility (the “Senior Secured Credit Facility”) and a high-yield bond offering of $300 million aggregate principal amount of its unsecured 7.0% senior notes due May 1, 2022 (the “Senior Unsecured Notes”). The Senior Secured Credit Facility and the Senior Unsecured Notes were entered into to extend and stagger the Company’s debt maturity profile, further diversify its capital structure and provide more borrowing capacity to better position the Company to execute on its strategic goals. The proceeds from the Senior Secured Credit Facility and Senior Unsecured Notes have or will be used to: (1) repay the Company’s existing revolving credit facility, Term Loan A, Term Loan B and the international term loan, (2) fund the acquisition of Brown Printing and (3) for general corporate purposes. | ||
The Company received $294.8 million in net proceeds from the sale of the Senior Unsecured Notes, after deducting the initial purchasers’ discounts and commissions. The Senior Unsecured Notes are unconditionally guaranteed, on a joint and several basis, by all of the current domestic subsidiaries of the Company. | ||
The indenture underlying the Senior Unsecured Notes contains various covenants, including, but not limited to, covenants that, subject to certain exceptions, limit the Company’s and its restricted subsidiaries’ ability to: incur and/or guarantee additional debt; pay dividends, repurchase stock or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate or transfer or dispose of substantially all of the Company’s consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates. | ||
The Senior Secured Credit Facility consists of three different loan facilities. The first facility is a revolving credit facility in the amount of $850.0 million with a term of five years maturing on April 27, 2019. The second facility is a Term Loan A in the aggregate amount of $450.0 million with a term of five years maturing on April 27, 2019, subject to certain required amortization. The third facility is a Term Loan B in the amount of $300.0 million with a term of seven years maturing on April 27, 2021, subject to certain required amortization. | ||
Borrowings under the revolving credit facility and Term Loan A loans made under the Senior Secured Credit Facility will initially bear interest at 2.00% in excess of reserve adjusted London Interbank Offered Rate ("LIBOR"), or 1.00% in excess of an alternate base rate, and Term Loan B loans will bear interest at 3.25% in excess of reserve adjusted LIBOR, with a LIBOR floor of 1.00%, or 2.25% in excess of an alternative base rate at the Company's option. | ||
The Senior Secured Credit Facility is secured by substantially all of the unencumbered assets of the Company. The Senior Secured Credit Facility also requires the Company to provide additional collateral to the lenders in certain limited circumstances. | ||
This Senior Secured Credit Facility subjects the Company to certain quarterly financial covenants and also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. If the Company's total leverage ratio is greater than 3.00 to 1.00 (as defined in the Senior Secured Credit Facility), the Company is prohibited from making greater than $120.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the total leverage ratio is less than 3.00 to 1.00, there are no such restrictions. If the Company's senior secured leverage ratio is greater than 3.00 to 1.00 or the Company's total leverage ratio is greater than 3.50 to 1.00 (these ratios as defined in the Senior Secured Credit Facility), the Company is prohibited from voluntarily prepaying any of the Senior Unsecured Notes and from voluntarily prepaying any other unsecured or subordinated indebtedness, with certain exceptions (including any mandatory prepayments on the Senior Unsecured Notes or any other unsecured or subordinated debt). If the senior secured leverage ratio is less than 3.00 to 1.00 and the total leverage ratio is less than 3.50 to 1.00, there are no such restrictions. | ||
The quarterly financial covenants are as follows (all financial terms, numbers and ratios are as defined in the Senior Secured Credit Facility): | ||
• | On a rolling twelve-month basis, the total leverage ratio, defined as total consolidated debt (less certain unrestricted domestic cash) to consolidated EBITDA, shall not exceed 3.75 to 1.00. In the previous $1.5 billion debt financing agreement, the total leverage ratio was 3.50 to 1.00. | |
• | On a rolling twelve-month basis, the senior secured leverage ratio, defined as senior secured debt to consolidated EBITDA, shall not exceed 3.50 to 1.00. This covenant was not in the previous $1.5 billion debt financing agreement. | |
• | On a rolling twelve-month basis, the minimum interest coverage ratio, defined as consolidated EBITDA to consolidated cash interest expense, shall not be less than 3.50 to 1.00. This covenant is unchanged from the $1.5 billion debt financing agreement. | |
• | Consolidated net worth of at least $793.8 million plus 40% of positive consolidated net income cumulatively for each year. This covenant is basically the same as it was in the previous $1.5 billion debt financing agreement. |
New_Accounting_Pronouncements_
New Accounting Pronouncements (Policies) | 3 Months Ended | |
Mar. 31, 2014 | ||
New Accounting Pronouncements [Abstract] | ' | |
New Accounting Pronouncements, Policy | ' | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance on the presentation of discontinued operations, which modifies the requirements for disposals to qualify as discontinued operations and expands related disclosure requirements. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2014, with early adoption permitted for disposals that have not been reported in financial statements previously issued or available for issuance. The Company plans to adopt this new guidance effective January 1, 2015. The adoption of this guidance may impact whether future disposals qualify as discontinued operations and therefore could impact the Company’s financial statement presentation and disclosures. | ||
Fair Value Measurement, Policy | ' | |
Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets and liabilities are recorded at fair value on a nonrecurring basis, generally as a result of acquisitions or impairment charges. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP also classifies the inputs used to measure fair value into the following hierarchy: | ||
Level 1: | Quoted prices in active markets for identical assets or liabilities. | |
Level 2: | Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. | |
Level 3: | Unobservable inputs for the asset or liability. There are no Level 3 recurring measurements of assets or liabilities as of March 31, 2014. | |
The Company records the fair value of its forward contracts and pension plan assets on a recurring basis. The fair value of cash and cash equivalents, receivables, inventories, restricted cash, accounts payable, accrued liabilities and amounts owing in satisfaction of bankruptcy claims approximate their carrying values as of March 31, 2014 and December 31, 2013. See Note 10, "Debt," for further discussion on the fair value of the Company's debt. | ||
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. See Note 2, "Acquisitions and Strategic Investments," for further discussion on acquisitions and Note 3, "Restructuring, Impairment and Transaction-Related Charges," for further discussion on impairment charges recorded as a result of the remeasurement of certain long-lived assets. | ||
Earnings Per Share, Policy | ' | |
Basic loss per share attributable to Quad/Graphics common shareholders is computed as net loss attributable to Quad/Graphics common shareholders less the allocation of participating securities, divided by the basic weighted average common shares outstanding of 47.4 million and 46.8 million shares for the three months ended March 31, 2014 and 2013, respectively. The calculation of a diluted earnings per share amount includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of (1) the amount the employee must pay upon exercise of the award, (2) the amount of unearned stock-based compensation costs attributed to future services and (3) the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the award. Equity incentive instruments for which the total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net losses, and accordingly, the Company excludes them from the calculation. Due to the net loss attributable to Quad/Graphics common shareholders incurred during the three months ended March 31, 2014 and March 31, 2013, the assumed exercise of all equity incentive instruments was anti-dilutive and, therefore, not included in the diluted loss per share attributable to Quad/Graphics common shareholders calculation for that period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are required to be treated as participating securities and included in the computation of loss per share pursuant to the two-class method. The Company's participating securities are composed of unvested stock options granted on November 18, 2011. There was no impact to basic and diluted earnings per share attributable to Quad/Graphics common shareholders due to the Company's participating securities during the three months ended March 31, 2014. The Company's participating securities reduced basic and diluted loss per share attributable to Quad/Graphics common shareholders by $0.01 for the three months ended March 31, 2013. | ||
Share-based Compensation, Option and Incentive Plans Policy | ' | |
The Company recognizes compensation expense, based on estimated grant date fair values, for all share-based awards issued to employees and non-employee directors, including stock options, performance shares, performance share units, restricted stock, restricted stock units and deferred stock units. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite three to four year service period of the awards, except deferred stock units ("DSU"), which are fully vested and expensed on the grant date. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management's expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. |
Acquisitions_and_Strategic_Inv1
Acquisitions and Strategic Investments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
Pro Forma Information | ' | |||||||
The following unaudited pro forma condensed combined financial information presents the Company's results as if the Company had acquired Vertis on January 1, 2012. The unaudited pro forma information has been prepared with the following considerations: | ||||||||
-1 | The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing GAAP. The Company is the acquirer for accounting purposes. | |||||||
-2 | The unaudited pro forma condensed combined financial information does not reflect any operating cost synergy savings that the combined company may achieve as a result of the acquisition, the costs necessary to achieve these operating synergy savings or additional charges necessary as a result of the integration. | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
(actual) | (pro forma) | |||||||
Pro forma net sales | $ | 1,102.80 | $ | 1,167.60 | ||||
Pro forma net loss attributable to common shareholders | (8.8 | ) | (17.8 | ) | ||||
Pro forma diluted loss per share attributable to common shareholders | (0.19 | ) | (0.39 | ) | ||||
Proteus Packaging and Transpak Corporation [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Purchase Price Allocation | ' | |||||||
The preliminary purchase price allocation is as follows: | ||||||||
Preliminary Purchase Price Allocation | ||||||||
Accounts receivable | $ | 4.4 | ||||||
Other current assets | 5.9 | |||||||
Property, plant and equipment | 13.3 | |||||||
Identifiable intangible assets | 24 | |||||||
Accounts payable and accrued liabilities | (3.7 | ) | ||||||
Other long-term liabilities | (2.8 | ) | ||||||
Goodwill | 8 | |||||||
Preliminary purchase price | $ | 49.1 | ||||||
Vertis Holdings, Inc. [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Purchase Price Allocation | ' | |||||||
The final purchase price allocation is as follows: | ||||||||
Purchase Price | ||||||||
Allocation | ||||||||
Cash and cash equivalents | $ | 4.1 | ||||||
Accounts receivable | 133.4 | |||||||
Other current assets | 40.5 | |||||||
Property, plant and equipment | 127.8 | |||||||
Identifiable intangible assets | 25.6 | |||||||
Current liabilities | (54.0 | ) | ||||||
Other long-term liabilities | (12.0 | ) | ||||||
Purchase price | $ | 265.4 | ||||||
Restructuring_Impairment_and_T1
Restructuring, Impairment and Transaction-Related Charges (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Restructuring, Impairment and Transaction Related Charges [Abstract] | ' | |||||||||||||||||||||||
Schedule of Restructuring and Related Costs | ' | |||||||||||||||||||||||
The Company recorded restructuring, impairment and transaction-related charges for the three months ended March 31, 2014 and 2013, as follows: | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Employee termination charges | $ | 6 | $ | 3.4 | ||||||||||||||||||||
Impairment charges | 1.1 | 3.7 | ||||||||||||||||||||||
Transaction-related charges | 0.6 | 3 | ||||||||||||||||||||||
Integration costs | 2.7 | 5.4 | ||||||||||||||||||||||
Other restructuring charges | 1.5 | 10.4 | ||||||||||||||||||||||
Total | $ | 11.9 | $ | 25.9 | ||||||||||||||||||||
Schedule of Restructuring Reserve by Type of Cost | ' | |||||||||||||||||||||||
Activity impacting the Company's reserves for restructuring, impairment and transaction-related charges for the three months ended March 31, 2014, was as follows: | ||||||||||||||||||||||||
Employee | Impairment | Transaction-Related | Integration | Other | Total | |||||||||||||||||||
Termination | Charges | Charges | Costs | Restructuring | ||||||||||||||||||||
Charges | Charges | |||||||||||||||||||||||
Balance at December 31, 2013 | $ | 4.8 | $ | — | $ | 0.2 | $ | 3.7 | $ | 19.3 | $ | 28 | ||||||||||||
Expense | 6 | 1.1 | 0.6 | 2.7 | 1.5 | 11.9 | ||||||||||||||||||
Cash payments | (5.2 | ) | — | (0.3 | ) | (3.0 | ) | (4.3 | ) | (12.8 | ) | |||||||||||||
Non-cash adjustments | (0.3 | ) | (1.1 | ) | — | (1.5 | ) | 0.8 | (2.1 | ) | ||||||||||||||
Balance at March 31, 2014 | $ | 5.3 | $ | — | $ | 0.5 | $ | 1.9 | $ | 17.3 | $ | 25 | ||||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Schedule of Goodwill | ' | |||||||||||||||||||||||||||
Activity impacting the Company's goodwill for the three months ended March 31, 2014, was as follows: | ||||||||||||||||||||||||||||
United States Print and Related Services | International | Total | ||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 746.2 | $ | 26.9 | $ | 773.1 | ||||||||||||||||||||||
Translation adjustment | — | (0.2 | ) | (0.2 | ) | |||||||||||||||||||||||
Balance at March 31, 2014 | $ | 746.2 | $ | 26.7 | $ | 772.9 | ||||||||||||||||||||||
Schedule of Intangible Assets, Excluding Goodwill, by Major Class | ' | |||||||||||||||||||||||||||
The components of other intangible assets at March 31, 2014 and December 31, 2013, were as follows: | ||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Weighted | Gross | Accumulated | Net Book | Weighted | Gross | Accumulated | Net Book | |||||||||||||||||||||
Average | Carrying | Amortization | Value | Average | Carrying | Amortization | Value | |||||||||||||||||||||
Amortization | Amount | Amortization | Amount | |||||||||||||||||||||||||
Period (years) | Period (years) | |||||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||||||
Trademarks, patents, licenses and agreements | 5 | $ | 6.6 | $ | (5.2 | ) | $ | 1.4 | 5 | $ | 6.5 | $ | (5.2 | ) | $ | 1.3 | ||||||||||||
Customer relationships | 6 | 452.9 | (244.7 | ) | 208.2 | 6 | 444.9 | (226.4 | ) | 218.5 | ||||||||||||||||||
Capitalized software | 5 | 4.3 | (3.8 | ) | 0.5 | 5 | 4.3 | (3.6 | ) | 0.7 | ||||||||||||||||||
Acquired technology | 5 | 7.3 | (6.1 | ) | 1.2 | 5 | 7.3 | (6.0 | ) | 1.3 | ||||||||||||||||||
Total finite-lived intangible assets | $ | 471.1 | $ | (259.8 | ) | $ | 211.3 | $ | 463 | $ | (241.2 | ) | $ | 221.8 | ||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||||||||||||||||||
The following table outlines the estimated future amortization expense related to intangible assets as of March 31, 2014: | ||||||||||||||||||||||||||||
Amortization Expense | ||||||||||||||||||||||||||||
Remainder of 2014 | $ | 57.9 | ||||||||||||||||||||||||||
2015 | 76.4 | |||||||||||||||||||||||||||
2016 | 44.8 | |||||||||||||||||||||||||||
2017 | 12.4 | |||||||||||||||||||||||||||
2018 | 11.9 | |||||||||||||||||||||||||||
2019 and thereafter | 7.9 | |||||||||||||||||||||||||||
Total | $ | 211.3 | ||||||||||||||||||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
The components of the Company's inventories at March 31, 2014 and December 31, 2013, were as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials and manufacturing supplies | $ | 173.2 | $ | 174.9 | ||||
Work in process | 55.2 | 46.6 | ||||||
Finished goods | 41.8 | 51 | ||||||
Total | $ | 270.2 | $ | 272.5 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
The components of the Company's property, plant and equipment at March 31, 2014 and December 31, 2013, were as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 145.6 | $ | 145.8 | ||||
Buildings | 939.9 | 937.8 | ||||||
Machinery and equipment | 3,524.70 | 3,509.90 | ||||||
Other | 218.4 | 213.1 | ||||||
Construction in progress | 57.3 | 32.6 | ||||||
4,885.90 | 4,839.20 | |||||||
Less: accumulated depreciation | (2,971.4 | ) | (2,913.7 | ) | ||||
Total | $ | 1,914.50 | $ | 1,925.50 | ||||
Equity_Method_Investments_in_U1
Equity Method Investments in Unconsolidated Entities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity Method Investments in Unconsolidated Entities [Abstract] | ' | |||||||
Schedule of Equity Method Investments | ' | |||||||
The combined condensed statements of operations for Plural and Chile for the three months ended March 31, 2014 and 2013, are presented below: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net sales | $ | 51.6 | $ | 56.8 | ||||
Operating income | 0.1 | 1.8 | ||||||
Net earnings (loss) | (0.8 | ) | 0.7 | |||||
World_Color_Press_Insolvency_P1
World Color Press Insolvency Proceedings (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
World Color Press Insolvency Proceedings [Abstract] | ' | |||||||
Schedule of Restricted Cash | ' | |||||||
The components of the Company's restricted cash at March 31, 2014 and December 31, 2013, were as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Short-term restricted cash | $ | 7.3 | $ | 4.5 | ||||
Long-term restricted cash | 48.6 | 51.5 | ||||||
Total restricted cash | $ | 55.9 | $ | 56 | ||||
World Color Press Insolvency Claim Payments | ' | |||||||
Activity impacting the Company's restricted cash and unsecured notes to be issued for the three months ended March 31, 2014, was as follows: | ||||||||
Restricted Cash | Unsecured | |||||||
Notes | ||||||||
to be Issued | ||||||||
Balance at December 31, 2013 | $ | 56 | $ | 18 | ||||
Class 3 Claim payments during 2014 | (0.1 | ) | (0.1 | ) | ||||
Balance at March 31, 2014 | $ | 55.9 | $ | 17.9 | ||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
Long-term debt consisted of the following as of March 31, 2014, and December 31, 2013: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Master note and security agreement | $ | 487.7 | $ | 490.2 | ||||
Term loan A—$450.0 million | 405 | 416.3 | ||||||
Term loan B—$200.0 million | 194.4 | 194.8 | ||||||
Revolving credit facility—$850.0 million | 261 | 209.8 | ||||||
International term loan—$78.4 million | 56.1 | 58.2 | ||||||
International revolving credit facility—$16.5 million | 7.8 | 2.3 | ||||||
Equipment term loans | 15.7 | 16.4 | ||||||
Other | 4.4 | 5.3 | ||||||
Total debt | $ | 1,432.10 | $ | 1,393.30 | ||||
Less: short-term debt and current portion of long-term debt | (132.9 | ) | (127.6 | ) | ||||
Long-term debt | $ | 1,299.20 | $ | 1,265.70 | ||||
Other_LongTerm_Liabilities_Tab
Other Long-Term Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Schedule of Other Long-Term Liabilities | ' | |||||||
Other long-term liabilities consisted of the following as of March 31, 2014 and December 31, 2013: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Single employer pension and postretirement obligations | $ | 99.1 | $ | 109.2 | ||||
Multiemployer pension plans—withdrawal liability | 49.5 | 53.1 | ||||||
Tax-related liabilities | 26.3 | 24.6 | ||||||
Employee-related liabilities | 54.4 | 54.5 | ||||||
Restructuring reserve | 8 | 8.5 | ||||||
Other | 50.5 | 54 | ||||||
Total | $ | 287.8 | $ | 303.9 | ||||
Employee_Retirement_Plans_Tabl
Employee Retirement Plans (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||
Schedule of Net Benefit Costs | ' | |||||||
The components of the net pension income and net postretirement benefits income for the three months ended March 31, 2014 and 2013, are as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Pension income | ||||||||
Interest cost | $ | (7.3 | ) | $ | (7.0 | ) | ||
Expected return on plan assets | 8.6 | 7.5 | ||||||
Net periodic pension benefit income | 1.3 | 0.5 | ||||||
Amortization of actuarial loss | — | (0.1 | ) | |||||
Net pension income | $ | 1.3 | $ | 0.4 | ||||
Postretirement benefits income | ||||||||
Amortization of prior service credit | $ | 1.4 | $ | 1.4 | ||||
Amortization of actuarial gain | 0.1 | — | ||||||
Net postretirement benefits income | $ | 1.5 | $ | 1.4 | ||||
Schedule of Defined Benefit Plans Disclosures | ' | |||||||
During the three months ended March 31, 2014, the Company made the following contributions and benefit payments to its defined benefit pension and postretirement plans: | ||||||||
Three Months Ended | ||||||||
31-Mar-14 | ||||||||
Contributions on qualified pension plans | $ | 8.3 | ||||||
Benefit payments on non-qualified pension plans | 3.1 | |||||||
Benefit payments on postretirement plans | 0.2 | |||||||
Total benefit plan payments | $ | 11.6 | ||||||
Loss_Per_Share_Attributable_to1
Loss Per Share Attributable to Quad/Graphics Common Shareholders (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | ' | |||||||
Reconciliations of the numerator and the denominator of the basic and diluted per share computations for the Company's common stock, for the three months ended March 31, 2014 and 2013, are summarized as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Numerator: | ||||||||
Net loss attributable to Quad/Graphics common shareholders | $ | (8.8 | ) | $ | (14.0 | ) | ||
Adjustments to net loss attributable to Quad/Graphics common shareholders | ||||||||
Allocation to participating securities | (0.1 | ) | (0.3 | ) | ||||
Net loss attributable to Quad/Graphics common shareholders – adjusted | $ | (8.9 | ) | $ | (14.3 | ) | ||
Denominator: | ||||||||
Basic weighted average number of common shares outstanding for all classes of common shares | 47.4 | 46.8 | ||||||
Plus: effect of dilutive equity incentive instruments | — | — | ||||||
Diluted weighted average number of common shares outstanding for all classes of common shares | 47.4 | 46.8 | ||||||
Loss per share attributable to Quad/Graphics common shareholders: | ||||||||
Basic and Diluted | $ | (0.19 | ) | $ | (0.31 | ) | ||
Cash dividends paid per common share for all classes of common shares | $ | 0.3 | $ | 0.3 | ||||
Equity_Incentive_Programs_Tabl
Equity Incentive Programs (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | |||||||||||||||||
The following table is a summary of the stock option activity for the three months ended March 31, 2014: | ||||||||||||||||||
Shares Under | Weighted Average | Weighted Average | Aggregate | |||||||||||||||
Option | Exercise | Remaining | Intrinsic Value | |||||||||||||||
Price | Contractual Term | (millions) | ||||||||||||||||
(years) | ||||||||||||||||||
Outstanding at December 31, 2013 | 3,759,265 | $ | 20.82 | 5.8 | $ | 30 | ||||||||||||
Granted | — | — | ||||||||||||||||
Exercised | (59,104 | ) | 14.27 | |||||||||||||||
Cancelled/forfeited/expired | (44,506 | ) | 24.71 | |||||||||||||||
Outstanding at March 31, 2014 | 3,655,655 | $ | 20.88 | 5.5 | $ | 17.9 | ||||||||||||
Exercisable at March 31, 2014 | 2,829,598 | $ | 20.96 | 5.3 | $ | 13.1 | ||||||||||||
Schedule of Share-based Compensation, Activity | ' | |||||||||||||||||
The following table is a summary of the stock option exercises and vesting activity for the three months ended March 31, 2014 and 2013: | ||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Total intrinsic value of stock options exercised | $ | 0.5 | $ | 0.2 | ||||||||||||||
Cash received from stock option exercises | 0.8 | 0.5 | ||||||||||||||||
Total grant date fair value of stock options vested | 1.9 | 1.8 | ||||||||||||||||
Schedule of Nonvested Performance-based Units Activity | ' | |||||||||||||||||
The following table is a summary of PS and PSU award activity for the three months ended March 31, 2014: | ||||||||||||||||||
Performance Shares | Performance Share Units | |||||||||||||||||
Shares | Weighted- | Weighted- | Units | Weighted- | Weighted- | |||||||||||||
Average | Average | Average | Average | |||||||||||||||
Grant Date | Remaining Contractual Term (years) | Grant Date | Remaining Contractual Term (years) | |||||||||||||||
Fair Value | Fair Value | |||||||||||||||||
Per Share | Per Share | |||||||||||||||||
Nonvested at December 31, 2013 | 351,848 | $ | 20.39 | 2 | 16,208 | $ | 20.5 | 2 | ||||||||||
Granted | — | — | — | — | ||||||||||||||
Vested | — | — | — | — | ||||||||||||||
Forfeited | (3,312 | ) | 20.39 | — | — | |||||||||||||
Nonvested at March 31, 2014 | 348,536 | $ | 20.39 | 1.8 | 16,208 | $ | 20.5 | 1.8 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | ' | |||||||||||||||||
The following table is a summary of RS and RSU award activity for the three months ended March 31, 2014: | ||||||||||||||||||
Restricted Stock | Restricted Stock Units | |||||||||||||||||
Shares | Weighted- | Weighted- | Units | Weighted- | Weighted- | |||||||||||||
Average | Average | Average | Average | |||||||||||||||
Grant Date | Remaining | Grant Date | Remaining | |||||||||||||||
Fair Value | Contractual | Fair Value | Contractual | |||||||||||||||
Per Share | Term (years) | Per Share | Term (years) | |||||||||||||||
Nonvested at December 31, 2013 | 735,357 | $ | 20.88 | 1.4 | 49,673 | $ | 20.49 | 1.6 | ||||||||||
Granted | 701,811 | 23.45 | 17,767 | 23.45 | ||||||||||||||
Vested | (98,696 | ) | 40.48 | (3,217 | ) | 38.86 | ||||||||||||
Forfeited | (6,464 | ) | 17.44 | — | — | |||||||||||||
Nonvested at March 31, 2014 | 1,332,008 | $ | 20.8 | 2.2 | 64,223 | $ | 20.39 | 1.9 | ||||||||||
Schedule of outstanding Deferred Stock Units Activity | ' | |||||||||||||||||
The following table is a summary of DSU award activity for the three months ended March 31, 2014: | ||||||||||||||||||
Deferred Stock Units | ||||||||||||||||||
Units | Weighted-Average Grant Date Fair Value Per Share | |||||||||||||||||
Outstanding at December 31, 2013 | 79,096 | $ | 18.95 | |||||||||||||||
Granted | 26,316 | 23.45 | ||||||||||||||||
Dividend equivalents granted | 1,024 | |||||||||||||||||
Settled | — | — | ||||||||||||||||
Forfeited | — | — | ||||||||||||||||
Outstanding at March 31, 2014 | 106,436 | $ | 20.06 | |||||||||||||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||
Schedule of Stock by Class | ' | |||||||||||
The Company has three classes of common stock as follows (share data in millions): | ||||||||||||
Issued Common Stock | ||||||||||||
Authorized Shares | Outstanding | Treasury | Total Issued Shares | |||||||||
Class A common stock ($0.025 par value) | 80 | |||||||||||
March 31, 2014 | 34.6 | 5.4 | 40 | |||||||||
December 31, 2013 | 33.8 | 6.2 | 40 | |||||||||
Class B common stock ($0.025 par value) | 80 | |||||||||||
March 31, 2014 | 14.2 | 0.8 | 15 | |||||||||
December 31, 2013 | 14.2 | 0.8 | 15 | |||||||||
Class C common stock ($0.025 par value) | 20 | |||||||||||
March 31, 2014 | — | 0.5 | 0.5 | |||||||||
December 31, 2013 | — | 0.5 | 0.5 | |||||||||
Schedule of Dividend Activity | ' | |||||||||||
The following table details the dividend activity related to the Company's then outstanding shares of class A, class B and class C common stock for the three months ended March 31, 2014 and 2013: | ||||||||||||
Declaration Date | Record Date | Payment Date | Dividend Amount | |||||||||
per Share | ||||||||||||
2014 | ||||||||||||
Q1 2014 dividend | February 26, 2014 | March 12, 2014 | March 21, 2014 | $ | 0.3 | |||||||
2013 | ||||||||||||
Q1 2013 dividend | March 4, 2013 | March 18, 2013 | March 29, 2013 | $ | 0.3 | |||||||
Schedule of Stockholders Equity | ' | |||||||||||
Activity impacting the Company's common stock and other equity and noncontrolling interests for the three months ended March 31, 2014 was as follows: | ||||||||||||
Quad/Graphics Common Stock and Other Equity | Noncontrolling Interests | |||||||||||
Balance at December 31, 2013 | $ | 1,288.90 | $ | (1.3 | ) | |||||||
Net loss attributable to Quad/Graphics common shareholders | (8.8 | ) | — | |||||||||
Net loss attributable to noncontrolling interests | — | (0.3 | ) | |||||||||
Translation adjustments | (0.8 | ) | — | |||||||||
Cash dividends declared | (15.1 | ) | — | |||||||||
Stock-based compensation charges | 4.2 | — | ||||||||||
Sale of stock for options exercised | 0.8 | — | ||||||||||
Shares withheld from employees for the tax obligation on equity grants | (1.0 | ) | — | |||||||||
Purchase of additional ownership in Morvillo (1) | (1.6 | ) | 1.6 | |||||||||
Pension and other postretirement benefit plan adjustments, net of tax | (0.9 | ) | — | |||||||||
Balance at March 31, 2014 | $ | 1,265.70 | $ | — | ||||||||
______________________________ | ||||||||||||
-1 | With the purchase of additional ownership in Morvillo, the Company adjusted the noncontrolling interest on the condensed consolidated balance sheet, which was in a deficit position due to losses incurred at Morvillo. See Note 2, "Acquisitions and Strategic Investments," for further discussion. |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Schedule of Accumulated Other Comprehensive Loss | ' | |||||||||||
The changes in accumulated other comprehensive loss by component, net of tax, for the three months ended March 31, 2014, were as follows: | ||||||||||||
Translation Adjustments | Pension and Other Postretirement Benefit Plan Adjustments | Total | ||||||||||
Balance at December 31, 2013 | $ | (43.3 | ) | $ | 37.7 | $ | (5.6 | ) | ||||
Other comprehensive loss before reclassifications | (0.8 | ) | — | (0.8 | ) | |||||||
Amounts reclassified from accumulated other comprehensive loss to net loss | — | (0.9 | ) | (0.9 | ) | |||||||
Net other comprehensive loss | (0.8 | ) | (0.9 | ) | (1.7 | ) | ||||||
Balance at March 31, 2014 | $ | (44.1 | ) | $ | 36.8 | $ | (7.3 | ) | ||||
Reclassification out of Accumulated Other Comprehensive Income | ' | |||||||||||
The details about the reclassifications from accumulated other comprehensive loss to net loss for the three months ended March 31, 2014 and 2013, were as follows: | ||||||||||||
Details about Accumulated Other | Three Months Ended March 31, | Condensed Consolidated Statements of Operations Presentation | ||||||||||
Comprehensive Loss Components | 2014 | 2013 | ||||||||||
Revaluation gain on sale of businesses | $ | — | $ | (2.4 | ) | Selling, general and administrative expenses | ||||||
Amortization of pension and other postretirement benefit plan adjustments | $ | (1.5 | ) | $ | (1.4 | ) | Selling, general and administrative expenses | |||||
Income tax benefit | 0.6 | 0.6 | Income tax benefit | |||||||||
Amortization of pension and other postretirement benefit plan adjustments, net of tax | $ | (0.9 | ) | $ | (0.8 | ) | ||||||
Total reclassifications for the period, net of tax | $ | (0.9 | ) | $ | (3.2 | ) |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||||
The following is a summary of segment information for the three months ended March 31, 2014 and 2013: | ||||||||||||||||
Net Sales | Operating Income/(Loss) | Restructuring, Impairment and Transaction-Related Charges | ||||||||||||||
Products | Services | |||||||||||||||
Three months ended March 31, 2014 | ||||||||||||||||
United States Print and Related Services | $ | 842.6 | $ | 143.6 | $ | 22.3 | $ | 9.5 | ||||||||
International | 111.1 | 5.5 | 0.1 | 0.5 | ||||||||||||
Total operating segments | 953.7 | 149.1 | 22.4 | 10 | ||||||||||||
Corporate | — | — | (11.4 | ) | 1.9 | |||||||||||
Total | $ | 953.7 | $ | 149.1 | $ | 11 | $ | 11.9 | ||||||||
Three months ended March 31, 2013 | ||||||||||||||||
United States Print and Related Services | $ | 864.2 | $ | 145 | $ | 22.1 | $ | 15.7 | ||||||||
International | 118.3 | 2 | 0.5 | 1.1 | ||||||||||||
Total operating segments | 982.5 | 147 | 22.6 | 16.8 | ||||||||||||
Corporate | — | — | (23.5 | ) | 9.1 | |||||||||||
Total | $ | 982.5 | $ | 147 | $ | (0.9 | ) | $ | 25.9 | |||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | ' | |||||||||||||||
A reconciliation of operating income (loss) to loss before income taxes and equity in earnings (loss) of unconsolidated entities as reported in the condensed consolidated statements of operations for the three months ended March 31, 2014 and 2013 is as follows: | ||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Operating income (loss) | $ | 11 | $ | (0.9 | ) | |||||||||||
Less: interest expense | 20.9 | 21.9 | ||||||||||||||
Loss before income taxes and equity in earnings (loss) of unconsolidated entities | $ | (9.9 | ) | $ | (22.8 | ) |
Acquisitions_and_Strategic_Inv2
Acquisitions and Strategic Investments (2014 and 2013 Acquisitions and Strategic Investments) (details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | |||||||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Feb. 05, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 18, 2013 | Mar. 31, 2014 | Nov. 07, 2013 | Mar. 31, 2014 | Jan. 16, 2013 | Apr. 07, 2014 | Dec. 31, 2013 |
UniGraphic [Member] | UniGraphic [Member] | Anselmo L. Morvillo S.A. (Argentina) [Member] | Proteus Packaging and Transpak Corporation [Member] | Proteus Packaging and Transpak Corporation [Member] | Proteus Packaging and Transpak Corporation [Member] | Novia [Member] | Novia [Member] | Vertis Holdings, Inc. [Member] | Vertis Holdings, Inc. [Member] | Subsequent Event [Member] | Anselmo L. Morvillo S.A. (Argentina) [Member] | |||
Brown [Member] | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Other | ' | ' | $12.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash paid to acquire business | 0 | 237.4 | 8.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future cash payments related to acquisition | ' | ' | ' | 3.5 | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' |
Identifiable intangible assets | ' | ' | 8.3 | ' | ' | ' | ' | 24 | ' | ' | ' | 25.6 | ' | ' |
weighted average useful life of acquired intangible assets | ' | ' | ' | '6 years | ' | '6 years | ' | ' | '6 years | ' | '6 years | ' | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | 6.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | ' | ' | ' | ' | 97.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% |
Recognized identifiable assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.5 | ' | 265.4 | 100 | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | ' | ' | ' | ' | ' | ' | ' | 49.1 | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13 | ' | ' | ' | ' |
Acquisitions_and_Strategic_Inv3
Acquisitions and Strategic Investments (Pro Forma Information) (details) (Vertis Holdings, Inc. [Member], USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Vertis Holdings, Inc. [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business Acquisition, Pro Forma Net Income (Loss) | ($8.80) | ($17.80) |
Pro forma net sales | $1,102.80 | $1,167.60 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | ($0.19) | ($0.39) |
Acquisitions_and_Strategic_Inv4
Acquisitions and Strategic Investments (Preliminary Purchase Allocation) (details) (USD $) | Dec. 18, 2013 | Jan. 16, 2013 |
In Millions, unless otherwise specified | Proteus Packaging and Transpak Corporation [Member] | Vertis Holdings, Inc. [Member] |
Business Acquisition [Line Items] | ' | ' |
Cash and cash equivalents | ' | $4.10 |
Accounts receivable | 4.4 | 133.4 |
Other current assets | 5.9 | 40.5 |
Property, plant and equipment | 13.3 | 127.8 |
Identifiable intangible assets | 24 | 25.6 |
Current liabilities | -3.7 | -54 |
Other long-term liabilities | -2.8 | -12 |
Goodwill, Tax Deductible | 8 | ' |
Purchase price | ' | 265.4 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $49.10 | ' |
Restructuring_Impairment_and_T2
Restructuring, Impairment and Transaction-Related Charges (Schedule of Restructuring Costs) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Restructuring, Impairment and Transaction Related Charges [Abstract] | ' | ' |
Employee termination charges | $6 | $3.40 |
Impairment charges | 1.1 | 3.7 |
Transaction-related charges | 0.6 | 3 |
Integration costs | 2.7 | 5.4 |
Other restructuring charges | 1.5 | 10.4 |
Total | $11.90 | $25.90 |
Restructuring_Impairment_and_T3
Restructuring, Impairment and Transaction-Related Charges (Restructuring Activities) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
plant | ||
Restructuring Cost and Reserve [Line Items] | ' | ' |
Disposal group, including discontinued operation, facilities sold | 21 | ' |
Severance costs | $6 | $3.40 |
Integration costs | 2.7 | 5.4 |
Other restructuring charges | 1.5 | 10.4 |
Impairment charges of machinery and equipment | 1.1 | 3.7 |
Transaction-related charges | 0.6 | 3 |
Full-time Equivalent [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring and related cost, number of positions eliminated, inception to date | 7,500 | ' |
Facilities Idled [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Other restructuring charges | 0.9 | 4.2 |
Equipment and Infrastructure Removeal Charges [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Other restructuring charges | 0.1 | 2.2 |
Contract Termination [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Other restructuring charges | $0.50 | $4 |
Restructuring_Impairment_and_T4
Restructuring, Impairment and Transaction-Related Charges (Schedule of Restructuring Reserves) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance, beginning of period | $28 | ' |
Expense | 11.9 | ' |
Cash payments | -12.8 | ' |
Non-cash adjustments | -2.1 | ' |
Balance, end of period | 25 | ' |
Restructuring reserve | 8 | 8.5 |
Employee Terminations [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance, beginning of period | 4.8 | ' |
Expense | 6 | ' |
Cash payments | -5.2 | ' |
Non-cash adjustments | -0.3 | ' |
Balance, end of period | 5.3 | ' |
Impairment Charges [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance, beginning of period | 0 | ' |
Expense | 1.1 | ' |
Cash payments | 0 | ' |
Non-cash adjustments | -1.1 | ' |
Balance, end of period | 0 | ' |
Transaction-Related Charges [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance, beginning of period | 0.2 | ' |
Expense | 0.6 | ' |
Cash payments | -0.3 | ' |
Non-cash adjustments | 0 | ' |
Balance, end of period | 0.5 | ' |
Integration Costs [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance, beginning of period | 3.7 | ' |
Expense | 2.7 | ' |
Cash payments | -3 | ' |
Non-cash adjustments | -1.5 | ' |
Balance, end of period | 1.9 | ' |
Other Restructuring Charges [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance, beginning of period | 19.3 | ' |
Expense | 1.5 | ' |
Cash payments | -4.3 | ' |
Non-cash adjustments | 0.8 | ' |
Balance, end of period | 17.3 | ' |
Accrued Liabilities [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring Reserve, Current | 13.2 | ' |
Accounts Payable [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring Reserve, Current | 1.4 | ' |
Other Liabilities, Noncurrent [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Restructuring reserve | 10.4 | ' |
Other Noncurrent Liabilities, Restructuring Reserves [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Restructuring reserve | 8 | ' |
Other Noncurrent Liabilities, MEPP's withdrawal liability [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Restructuring reserve | $2.40 | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Goodwill [Line Items] | ' | ' |
Goodwill, impairment loss | $0 | $0 |
Goodwill [Roll Forward] | ' | ' |
Balance, at beginning of period | 773,100,000 | ' |
Translation adjustment | -200,000 | ' |
Balance, at end of period | 772,900,000 | ' |
United States Print and Related Services [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Balance, at beginning of period | 746,200,000 | ' |
Translation adjustment | 0 | ' |
Balance, at end of period | 746,200,000 | ' |
International [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Balance, at beginning of period | 26,900,000 | ' |
Translation adjustment | -200,000 | ' |
Balance, at end of period | $26,700,000 | ' |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Schedule of Intangible Assets, Excluding Goodwill) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Finite-lived and Indefinite-lived Intangible Assets [Roll Forward] | ' | ' |
Gross Carrying Amount | $471.10 | $463 |
Accumulated Amortization | -259.8 | -241.2 |
Net Book Value | 211.3 | 221.8 |
Trademarks, patents licenses and agreements [Member] | ' | ' |
Finite-lived and Indefinite-lived Intangible Assets [Roll Forward] | ' | ' |
Weighted Average Amortization Period (years) | '5 years | '5 years |
Gross Carrying Amount | 6.6 | 6.5 |
Accumulated Amortization | -5.2 | -5.2 |
Net Book Value | 1.4 | 1.3 |
Customer relationships [Member] | ' | ' |
Finite-lived and Indefinite-lived Intangible Assets [Roll Forward] | ' | ' |
Weighted Average Amortization Period (years) | '6 years | '6 years |
Gross Carrying Amount | 452.9 | 444.9 |
Accumulated Amortization | -244.7 | -226.4 |
Net Book Value | 208.2 | 218.5 |
Capitalized software [Member] | ' | ' |
Finite-lived and Indefinite-lived Intangible Assets [Roll Forward] | ' | ' |
Weighted Average Amortization Period (years) | '5 years | '5 years |
Gross Carrying Amount | 4.3 | 4.3 |
Accumulated Amortization | -3.8 | -3.6 |
Net Book Value | 0.5 | 0.7 |
Acquired technology [Member] | ' | ' |
Finite-lived and Indefinite-lived Intangible Assets [Roll Forward] | ' | ' |
Weighted Average Amortization Period (years) | '5 years | '5 years |
Gross Carrying Amount | 7.3 | 7.3 |
Accumulated Amortization | -6.1 | -6 |
Net Book Value | $1.20 | $1.30 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Amortization of Intangible Assets | $18.90 | $17.30 | ' |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ' | ' | ' |
Remainder of 2014 | 57.9 | ' | ' |
2015 | 76.4 | ' | ' |
2016 | 44.8 | ' | ' |
2017 | 12.4 | ' | ' |
2018 | 11.9 | ' | ' |
2019 and thereafter | 7.9 | ' | ' |
Net Book Value | $211.30 | ' | $221.80 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials and manufacturing supplies | $173.20 | $174.90 |
Work in process | 55.2 | 46.6 |
Finished goods | 41.8 | 51 |
Total | $270.20 | $272.50 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $4,885.90 | ' | $4,839.20 |
Less: accumulated depreciation | -2,971.40 | ' | -2,913.70 |
Total | 1,914.50 | ' | 1,925.50 |
Impairment charges | 1.1 | 3.7 | ' |
Depreciation expense | 64.9 | 71.5 | ' |
Value of assets held-for-sale | 5.5 | ' | 5.6 |
Land [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 145.6 | ' | 145.8 |
Buildings [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 939.9 | ' | 937.8 |
Machinery and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 3,524.70 | ' | 3,509.90 |
Other [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 218.4 | ' | 213.1 |
Construction in progress [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $57.30 | ' | $32.60 |
Equity_Method_Investments_in_U2
Equity Method Investments in Unconsolidated Entities (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss) [Abstract] | ' | ' |
Net sales | $51.60 | $56.80 |
Operating income | 0.1 | 1.8 |
Net earnings (loss) | ($0.80) | $0.70 |
Plural [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Ownership percentage | 49.00% | ' |
Chile [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Ownership percentage | 50.00% | ' |
World_Color_Press_Insolvency_P2
World Color Press Insolvency Proceedings (Details) (USD $) | 3 Months Ended | |||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jul. 02, 2010 | Mar. 31, 2014 | Mar. 31, 2014 | |
Class 3 Claims Unsecured Note Recovery [Member] | Class 3 Claims Unsecured Note Recovery [Member] | Defeasance of Unsecured Notes to be Issued [Member] | restricted cash and cash equivalents, Purpose of restriction [Member] | |||
Bankruptcy Claims [Line Items] | ' | ' | ' | ' | ' | ' |
Amounts owing in satisfaction of bankruptcy claims | $2,100,000 | $2,500,000 | ' | ' | ' | ' |
Bankruptcy claims, percentage of unsecured note of allowed class 3 claims | ' | ' | 50.00% | ' | ' | ' |
Bankruptcy claims, amount of unsecured note threshold | ' | ' | 75,000,000 | ' | ' | ' |
Bankruptcy claims, amount of claims threshold | ' | ' | 150,000,000 | ' | ' | ' |
Bankruptcy claims, prepayment redemption premium | ' | ' | 5.00% | ' | ' | ' |
Bankruptcy claims, maximum potential payout | ' | ' | ' | ' | 89,200,000 | 55,900,000 |
Balance, end of period, unsecured notes to be issued | 17,900,000 | 18,000,000 | ' | 51,200,000 | ' | ' |
Bankruptcy claims, unsecured notes issued to settle claims | 33,300,000 | ' | ' | ' | ' | ' |
Short-term restricted cash | 7,300,000 | 4,500,000 | ' | ' | ' | ' |
Long-term restricted cash | 48,600,000 | 51,500,000 | ' | ' | ' | ' |
Restricted Cash [Roll Forward] | ' | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents, beginning of period | 56,000,000 | ' | ' | ' | ' | ' |
Restricted Cash - Class 3 Claim payments during 2014 | -100,000 | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents, end of period | 55,900,000 | ' | ' | ' | ' | ' |
Increase (Decrease) in Unsecured Note [Roll Forward] | ' | ' | ' | ' | ' | ' |
Unsecured Notes to be issued, beginning of period | 18,000,000 | ' | ' | ' | ' | ' |
Bankruptcy claims, amount of unsecured notes issued to settle claims | -100,000 | ' | ' | ' | ' | ' |
Unsecured Notes to be issued, End of period | $17,900,000 | ' | ' | ' | ' | ' |
Debt_Details
Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Consolidated net worth threshold, covenant compliance | $1,200 | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | 1,432.10 | 1,393.30 |
Less: short-term debt and current portion of long-term debt | -132.9 | -127.6 |
Long-term debt | 1,299.20 | 1,265.70 |
Senior Notes [Member] | Master note and security agreement | ' | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | 487.7 | 490.2 |
Term Loan [Member] | Term loan Ab$450.0 million | ' | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | 405 | 416.3 |
Term Loan [Member] | Term loan Bb$200.0 million | ' | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | 194.4 | 194.8 |
Term Loan [Member] | International term loanb$78.4 million | ' | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | 56.1 | 58.2 |
Term Loan [Member] | Equipment term loans | ' | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | 15.7 | 16.4 |
Revolving Credit [Member] | Revolving credit facilityb$850.0 million | ' | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | 261 | 209.8 |
Revolving Credit [Member] | International revolving credit facilityb$16.5 million | ' | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | 7.8 | 2.3 |
Other [Member] | Other | ' | ' |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ' | ' |
Total debt | $4.40 | $5.30 |
Debt_Debt_Covenant_Compliance_
Debt (Debt Covenant Compliance) (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 28, 2014 | Apr. 28, 2014 | Jul. 26, 2011 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 28, 2014 | Apr. 28, 2014 | Apr. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Financing Agreement July 2011 [Member] | Maximum [Member] | Minimum [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Financing Agreement July 2011 [Member] | Term loan Ab$450.0 million | Term loan Bb$200.0 million | Revolving Credit Facility [Member] | Financing Agreement, April 2014 [Member] | Financing Agreement, April 2014 [Member] | Financing Agreement, April 2014 [Member] | Loans Payable [Member] | Line of Credit [Member] | ||
Senior Unsecured Notes [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | International term loanb$78.4 million | International Revolving Credit Facility [Member] | ||||||||||
Maximum [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal | ' | ' | ' | ' | ' | $300,000,000 | ' | $450,000,000 | $200,000,000 | $850,000,000 | ' | ' | ' | $78,400,000 | $16,500,000 |
Fair value of company debt | 1,400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total leverage ratio, covenant compliance | 2.48 | ' | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | 3.75 | ' | ' | ' |
Ratio of interest coverage, covenant compliance | ' | ' | ' | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | ' | ' |
Ratio of interest coverage | 7.36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio, covenant compliance | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | 4.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated net worth threshold, covenant compliance | 1,200,000,000 | ' | ' | 745,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | 793,800,000 | ' | ' |
Additional consolidated net worth, covenant compliance | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' |
Consolidated net worth, covenant compliance | ' | ' | ' | 793,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net capital to indebtedness, covenant compliance | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net capital to indebtedness threshold amount | ' | 120,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restriction if net capital to indebtedness is below threshold | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt financing arrangement | ' | ' | ' | ' | 1,900,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured credit facility | ' | ' | ' | ' | ' | ' | $1,500,000,000 | ' | ' | ' | $1,600,000,000 | ' | ' | ' | ' |
Senior note, stated percentage | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Income Tax Disclosure [Abstract] | ' |
Anticipated decrease in liability for unrecognized tax benefits | $13.30 |
Financial_Instruments_and_Fair1
Financial Instruments and Fair Value Measurements (Details) (Foreign Exchange Contract [Member]) | Mar. 31, 2014 |
instrument | |
Foreign Exchange Contract [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Derivative, Number of Instruments Held | 0 |
Other_LongTerm_Liabilities_Det
Other Long-Term Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Single employer pension and postretirement obligations | $99.10 | $109.20 |
Multiemployer pension plansbwithdrawal liability | 49.5 | 53.1 |
Tax-related liabilities | 26.3 | 24.6 |
Employee-related liabilities | 54.4 | 54.5 |
Restructuring reserve | 8 | 8.5 |
Other | 50.5 | 54 |
Total | $287.80 | $303.90 |
Employee_Retirement_Plans_Net_
Employee Retirement Plans (Net Periodic Benefit Cost) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Pension Plans, Defined Benefit [Member] | ' | ' |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' |
Interest cost | ($7.30) | ($7) |
Expected return on plan assets | 8.6 | 7.5 |
Net periodic pension benefit income | 1.3 | 0.5 |
Amortization of actuarial loss | 0 | -0.1 |
Net (income) expense | 1.3 | 0.4 |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ' | ' |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' |
Amortization of actuarial loss | 0.1 | 0 |
Amortization of prior service credit | 1.4 | 1.4 |
Net (income) expense | $1.50 | $1.40 |
Employee_Retirement_Plans_Cont
Employee Retirement Plans (Contributions and Benefit Payments) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Jul. 02, 2010 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Withdrawal liability | $69.40 | $98.60 |
Total benefit plan payments | 11.6 | ' |
Pension Plans, Defined Benefit [Member] | Qualified [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Contributions on qualified pension plans | 8.3 | ' |
Pension Plans, Defined Benefit [Member] | Non-qualified [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Benefit payments on plans | 3.1 | ' |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Benefit payments on plans | $0.20 | ' |
Employee_Retirement_Plans_Mult
Employee Retirement Plans (Multiemployer Pension Plans) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2011 | Jul. 02, 2010 |
plan | ||||
Multiemployer Plans [Line Items] | ' | ' | ' | ' |
Number of underfunded plans | ' | ' | 2 | ' |
Withdrawal obligation | $69.40 | ' | ' | $98.60 |
Multiemployer plan contributions | 3.6 | 3.6 | ' | ' |
Other Liabilities, Noncurrent [Member] | ' | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' | ' |
Withdrawal obligation | 49.5 | ' | ' | ' |
Accrued Liabilities [Member] | ' | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' | ' |
Withdrawal obligation | 14.4 | ' | ' | ' |
Unsecured Notes [Member] | ' | ' | ' | ' |
Multiemployer Plans [Line Items] | ' | ' | ' | ' |
Withdrawal obligation | $5.50 | ' | ' | ' |
Loss_Per_Share_Attributable_to2
Loss Per Share Attributable to Quad/Graphics Common Shareholders (Details) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Basic and diluted | 47.4 | 46.8 |
Numerator: | ' | ' |
Net loss attributable to Quad/Graphics common shareholders | ($8.80) | ($14) |
Adjustments to net loss attributable to Quad/Graphics common shareholders | ' | ' |
Allocation to participating securities | -0.1 | -0.3 |
Net loss attributable to Quad/Graphics common shareholders b adjusted | ($8.90) | ($14.30) |
Denominator: | ' | ' |
Plus: effect of dilutive equity incentive instruments | 0 | 0 |
Diluted weighted average number of common shares outstanding for all classes of common shares | 47.4 | 46.8 |
Basic and Diluted | ' | ' |
Loss Per Share, Basic and Diluted attributable to Quad/Graphics common shareholders | ($0.19) | ($0.31) |
Cash dividends paid per common share for all classes of common shares | $0.30 | $0.30 |
Participating Securities, Increase (Decrease) on Diluted Earnings Per Share | $0 | $0.01 |
Equity_Incentive_Programs_Equi
Equity Incentive Programs (Equity Incentive Programs and Compensation Expense) (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Compensation expense recognized | $4.20 | $5.20 |
Estimated future compensation expense | 30.9 | ' |
Estimated future compensation expense within one year | 14.3 | ' |
Estimated future compensation expense within two years | 10.5 | ' |
Estimated future compensation expense within three years | 5.2 | ' |
Estimated future compensation expense within four years | 0.9 | ' |
Stock Option Plan, Omnibus [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Aggregate shares of common stock reserved | 7,871,652 | ' |
Shares available for issuance | 1,708,128 | ' |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Estimated future compensation expense | 5.6 | ' |
Estimated future compensation expense within one year | 5.4 | ' |
Estimated future compensation expense within two years | $0.20 | ' |
Grants in period, gross | 0 | 0 |
Equity_Incentive_Programs_Stoc
Equity Incentive Programs (Stock Options Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Estimated future compensation expense within one year | $14.30 | ' |
Estimated future compensation expense within two years | 10.5 | ' |
Estimated future compensation expense | 30.9 | ' |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Estimated future compensation expense within one year | 5.4 | ' |
Estimated future compensation expense within two years | 0.2 | ' |
Award vesting period | '4 years | ' |
Percentage of options vested, first anniversary date | 0.00% | ' |
Percentage of options vested, second anniversary date | 33.33% | ' |
Percentage of options vested, third anniversary date | 33.33% | ' |
Percentage of options vested, fourth anniversary date | 33.33% | ' |
Grants in period, gross | 0 | 0 |
Compensation expense | 2 | 2.5 |
Estimated future compensation expense | $5.60 | ' |
Termination for Death [Member] | Stock Option Plan, Omnibus [Member] | Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Earliest expiration period of award after event | '24 months | ' |
Employment Terminated, Any Other Reason [Member] | Stock Option Plan, Omnibus [Member] | Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Earliest expiration period of award after event | '90 days | ' |
Termination for Retirement or Disability [Member] | Stock Option Plan, Omnibus [Member] | Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Earliest expiration period of award after event | '36 months | ' |
Annual Anniversary Grant Date of Award [Member] | Stock Option Plan, Omnibus [Member] | Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Earliest expiration period of award after event | '10 years | ' |
Equity_Incentive_Programs_Sche
Equity Incentive Programs (Schedule of Stock Option Activity Roll Forward) (Details) (Stock Options [Member], USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' | ' |
Outstanding, beginning of period, Shares Under Option | 3,759,265 | ' | ' |
Outstanding, beginning of period, Weighted Average Exercise Price | $20.82 | ' | ' |
Outstanding, beginning of period, Weighted Average Remaining Contractual Term (years) | '5 years 6 months | ' | '5 years 9 months 18 days |
Outstanding, beginning of period, Aggregate Intrinsic Value | $30 | ' | ' |
Granted, Shares Under Option | 0 | 0 | ' |
Granted, Weighted Average Exercise Price | $0 | ' | ' |
Exercised, Shares Under Option | -59,104 | ' | ' |
Exercised, Weighted Average Exercise Price | $14.27 | ' | ' |
Cancelled/forfeited/expired/modified, Shares Under Option | -44,506 | ' | ' |
Cancelled/forfeited/expired/modified, Weighted Average Exercise Price | $24.71 | ' | ' |
Outstanding, end of period, Shares Under Option | 3,655,655 | ' | 3,759,265 |
Outstanding, end of period, Weighted Average Exercise Price | $20.88 | ' | $20.82 |
Outstanding, end of period, Weighted Average Remaining Contractual Term (years) | '5 years 6 months | ' | '5 years 9 months 18 days |
Outstanding, end of period, Aggregate Intrinsic Value | 17.9 | ' | 30 |
Exercisable at March 31, 2014, Shares Under Option | 2,829,598 | ' | ' |
Exercisable at March 31, 2014, Weighted Average Exercise Price | $20.96 | ' | ' |
Exercisable at March 31, 2014, Weighted Average Remaining Contractual Term (years) | '5 years 3 months 18 days | ' | ' |
Exercisable at March 31, 2014, Aggregate Intrinsic Value | $13.10 | ' | ' |
Equity_Incentive_Programs_Sche1
Equity Incentive Programs (Schedule of Share-based Compensation Activity) (Details) (Stock Options [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total intrinsic value of stock options exercised | $0.50 | $0.20 |
Cash received from stock option exercises | 0.8 | 0.5 |
Total grant date fair value of stock options vested | $1.90 | $1.80 |
Equity_Incentive_Programs_PS_a
Equity Incentive Programs (PS and PSU Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Estimated future compensation expense | $30.90 | ' |
Estimated future compensation expense within one year | 14.3 | ' |
Estimated future compensation expense within two years | 10.5 | ' |
Estimated future compensation expense within three years | 5.2 | ' |
Performance Shares and Performance Share Units [Domain] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of days dividends will be paid after vesting, maximum | '45 days | ' |
Compensation expense | 0.6 | 0.6 |
Estimated future compensation expense | 4.3 | ' |
Estimated future compensation expense within one year | 1.9 | ' |
Estimated future compensation expense within two years | $2.40 | ' |
Performance Shares and Performance Share Units [Domain] | Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Target Percentage of Actual Results | 0.00% | ' |
Instruments other than options, potential payout in period (shares) | 0 | ' |
Performance Shares and Performance Share Units [Domain] | Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Target Percentage of Actual Results | 200.00% | ' |
Instruments other than options, potential payout in period (shares) | 729,488 | ' |
Performance Shares [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted, Shares | 0 | 389,930 |
Granted, Weighted-Average Grant Date Fair Value Per Share | $0 | $20.39 |
Performance Share Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted, Shares | 0 | 16,208 |
Granted, Weighted-Average Grant Date Fair Value Per Share | $0 | $20.50 |
Equity_Incentive_Programs_Sche2
Equity Incentive Programs (Schedule of PS and PSU Activity) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Performance Shares [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' |
Nonvested at beginning of period, Shares | 351,848 | ' | ' |
Granted, Shares | 0 | 389,930 | ' |
Vested, Shares | 0 | ' | ' |
Forfeited, Shares | -3,312 | ' | ' |
Nonvested at end of period, Shares | 348,536 | ' | 351,848 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' |
Nonvested at beginning of period, Weighted-Average Grant Date Fair Value Per Share | $20.39 | ' | ' |
Granted, Weighted-Average Grant Date Fair Value Per Share | $0 | $20.39 | ' |
Vested, Weighted-Average Grant Date Fair Value Per Share | $0 | ' | ' |
Forfeited, Weighted-Average Grant Date Fair Value Per Share | $20.39 | ' | ' |
Nonvested at end of period, Weighted-Average Grant Date Fair Value Per Share | $20.39 | ' | $20.39 |
Weighted- Average Remaining Contractual Term (years) | '1 year 9 months 18 days | ' | '2 years |
Performance Share Units [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' |
Nonvested at beginning of period, Shares | 16,208 | ' | ' |
Granted, Shares | 0 | 16,208 | ' |
Vested, Shares | 0 | ' | ' |
Forfeited, Shares | 0 | ' | ' |
Nonvested at end of period, Shares | 16,208 | ' | 16,208 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' |
Nonvested at beginning of period, Weighted-Average Grant Date Fair Value Per Share | $20.50 | ' | ' |
Granted, Weighted-Average Grant Date Fair Value Per Share | $0 | $20.50 | ' |
Vested, Weighted-Average Grant Date Fair Value Per Share | $0 | ' | ' |
Forfeited, Weighted-Average Grant Date Fair Value Per Share | $0 | ' | ' |
Nonvested at end of period, Weighted-Average Grant Date Fair Value Per Share | $20.50 | ' | $20.50 |
Weighted- Average Remaining Contractual Term (years) | '1 year 9 months 18 days | ' | '2 years |
Equity_Incentive_Programs_Sche3
Equity Incentive Programs Schedule of Restricted Stock and Restricted Stock Units activity (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Estimated future compensation expense | $30.90 | ' |
Estimated future compensation expense within one year | 14.3 | ' |
Estimated future compensation expense within two years | 10.5 | ' |
Estimated future compensation expense within three years | 5.2 | ' |
Estimated future compensation expense within four years | 0.9 | ' |
Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted, Shares | 701,811 | 408,146 |
Granted, Weighted-Average Grant Date Fair Value Per Share | $23.45 | $20.39 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted, Shares | 17,767 | 32,671 |
Granted, Weighted-Average Grant Date Fair Value Per Share | $23.45 | $20.72 |
Restricted Stock and Restricted Stock Units (RSUs) [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of days dividends will be paid after vesting, maximum | '45 days | ' |
Compensation expense | 1 | 1.4 |
Estimated future compensation expense | 21 | ' |
Estimated future compensation expense within one year | 7 | ' |
Estimated future compensation expense within two years | 7.9 | ' |
Estimated future compensation expense within three years | 5.2 | ' |
Estimated future compensation expense within four years | $0.90 | ' |
Equity_Incentive_Programs_Sche4
Equity Incentive Programs (Schedule of Restricted Stock and Restricted Stock Unit Activity) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' |
Nonvested at beginning of period, Shares | 735,357 | ' | ' |
Nonvested at beginning of period, Weighted-Average Grant Date Fair Value Per Share | $20.88 | ' | ' |
Nonvested, Weighted Average Remaining Contractual Term Beginning (in years) | '2 years 2 months 12 days | ' | '1 year 4 months 24 days |
Granted, Shares | 701,811 | 408,146 | ' |
Granted, Weighted-Average Grant Date Fair Value Per Share | $23.45 | $20.39 | ' |
Vested, Shares | -98,696 | ' | ' |
Vested, Weighted-Average Grant Date Fair Value Per Share | $40.48 | ' | ' |
Forfeited, Shares | -6,464 | ' | ' |
Forfeited, Weighted-Average Grant Date Fair Value Per Share | $17.44 | ' | ' |
Nonvested at end of period, Shares | 1,332,008 | ' | 735,357 |
Nonvested at end of period, Weighted-Average Grant Date Fair Value Per Share | $20.80 | ' | $20.88 |
Nonvested, Weighted Average Remaining Contractual Term Ending (in years) | '2 years 2 months 12 days | ' | '1 year 4 months 24 days |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' |
Nonvested at beginning of period, Shares | 49,673 | ' | ' |
Nonvested at beginning of period, Weighted-Average Grant Date Fair Value Per Share | $20.49 | ' | ' |
Nonvested, Weighted Average Remaining Contractual Term Beginning (in years) | '1 year 10 months 24 days | ' | '1 year 7 months 6 days |
Granted, Shares | 17,767 | 32,671 | ' |
Granted, Weighted-Average Grant Date Fair Value Per Share | $23.45 | $20.72 | ' |
Vested, Shares | -3,217 | ' | ' |
Vested, Weighted-Average Grant Date Fair Value Per Share | $38.86 | ' | ' |
Forfeited, Shares | 0 | ' | ' |
Forfeited, Weighted-Average Grant Date Fair Value Per Share | $0 | ' | ' |
Nonvested at end of period, Shares | 64,223 | ' | 49,673 |
Nonvested at end of period, Weighted-Average Grant Date Fair Value Per Share | $20.39 | ' | $20.49 |
Nonvested, Weighted Average Remaining Contractual Term Ending (in years) | '1 year 10 months 24 days | ' | '1 year 7 months 6 days |
Equity_Incentive_Programs_Defe
Equity Incentive Programs (Deferred Stock Unit Activity) (Details) (Deferred Stock Units (DSUs) [Member], USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Deferred Stock Units (DSUs) [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Deferred Stock Units Outstanding | 106,436 | ' | 79,096 |
Outstanding at beginning of period, Weighted-Average Grant Date Fair Value Per Share | $20.06 | ' | $18.95 |
Granted, Shares | 26,316 | 33,115 | ' |
Granted, Weighted-Average Grant Date Fair Value Per Share | $23.45 | $20.39 | ' |
Dividend Equivalent Units, Shares granted in period | 1,024 | 938 | ' |
DSUs, Settled in the Period | 0 | ' | ' |
Settled In period, Weighted-Average Grant Date Fair Value Per Share | $0 | ' | ' |
Forfeited, Shares | 0 | ' | ' |
Number of DSU to class A common share conversion | 1 | ' | ' |
Compensation expense | $0.60 | $0.70 | ' |
Shareholders_Equity_Schedule_o
Shareholders' Equity (Schedule of Stock by Class) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
stockclass | |||
Class of Stock [Line Items] | ' | ' | ' |
Classes of common stock | 3 | ' | ' |
Preferred stock, authorized shares | 500,000 | ' | 500,000 |
Preferred stock, value per share | $0.01 | ' | $0.01 |
Preferred stock, issued shares | 0 | ' | 0 |
Dividend Amount per Share | $0.30 | $0.30 | ' |
Common Class A [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Common stock, value per share | $0.03 | ' | $0.03 |
Authorized Shares | 80,000,000 | ' | 80,000,000 |
Common Class B [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Common stock, value per share | $0.03 | ' | $0.03 |
Authorized Shares | 80,000,000 | ' | 80,000,000 |
Common Class C [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Common stock, value per share | $0.03 | ' | $0.03 |
Authorized Shares | 20,000,000 | ' | 20,000,000 |
Common Stock [Member] | Common Class A [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 40,000,000 | ' | 40,000,000 |
Common Stock [Member] | Common Class B [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 15,000,000 | ' | 15,000,000 |
Common Stock [Member] | Common Class C [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 500,000 | ' | 500,000 |
Common Stock Excluding Treasury Stock [Member] | Common Class A [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 34,600,000 | ' | 33,800,000 |
Common Stock Excluding Treasury Stock [Member] | Common Class B [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 14,200,000 | ' | 14,200,000 |
Common Stock Excluding Treasury Stock [Member] | Common Class C [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 0 | ' | 0 |
Treasury Stock [Member] | Common Class A [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 5,400,000 | ' | 6,200,000 |
Treasury Stock [Member] | Common Class B [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 800,000 | ' | 800,000 |
Treasury Stock [Member] | Common Class C [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issued Common Stock (in shares) | 500,000 | ' | 500,000 |
Shareholders_Equity_Schedule_o1
Shareholders' Equity (Schedule of Shareholders' Equity) (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ' | ' | |
Quad/Graphics Common Stock and Other Equity | $1,288.90 | ' | |
Noncontrolling interest | -1.3 | ' | |
Net loss attributable to Quad/Graphics common shareholders | -8.8 | -14 | |
Net loss attributable to noncontrolling interests | 0.3 | 0.1 | |
Quad/Graphics Common Stock and Other Equity | 1,265.70 | ' | |
Noncontrolling interest | 0 | ' | |
Quad/Graphics Common Stock and Other Equity [Member] | ' | ' | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ' | ' | |
Quad/Graphics Common Stock and Other Equity | 1,288.90 | ' | |
Net loss attributable to Quad/Graphics common shareholders | -8.8 | ' | |
Net loss attributable to noncontrolling interests | 0 | ' | |
Translation adjustments | -0.8 | ' | |
Cash dividends declared | -15.1 | ' | |
Stock-based compensation charges | 4.2 | ' | |
Sale of stock for options exercised | 0.8 | ' | |
Shares withheld from employees for the tax obligation on equity grants | -1 | ' | |
Purchase of additional ownership in Morvillo (1) | -1.6 | [1] | ' |
Pension and other postretirement benefit plan adjustments, net of tax | -0.9 | ' | |
Quad/Graphics Common Stock and Other Equity | 1,265.70 | ' | |
Noncontrolling Interests [Member] | ' | ' | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ' | ' | |
Noncontrolling interest | -1.3 | ' | |
Net loss attributable to Quad/Graphics common shareholders | 0 | ' | |
Net loss attributable to noncontrolling interests | -0.3 | ' | |
Translation adjustments | 0 | ' | |
Cash dividends declared | 0 | ' | |
Stock-based compensation charges | 0 | ' | |
Sale of stock for options exercised | 0 | ' | |
Shares withheld from employees for the tax obligation on equity grants | 0 | ' | |
Purchase of additional ownership in Morvillo (1) | 1.6 | [1] | ' |
Pension and other postretirement benefit plan adjustments, net of tax | 0 | ' | |
Noncontrolling interest | $0 | ' | |
[1] | With the purchase of additional ownership in Morvillo, the Company adjusted the noncontrolling interest on the condensed consolidated balance sheet, which was in a deficit position due to losses incurred at Morvillo. See NoteB 2, "Acquisitions and Strategic Investments," for further discussion. |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (By Component) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' |
Accumulated other comprehensive income (loss), net of tax - beginning | ($5.60) | ' |
Other comprehensive loss before reclassifications | -0.8 | ' |
Amounts reclassified from accumulated other comprehensive loss to net loss | -0.9 | ' |
Other comprehensive loss, net of tax | -1.7 | -3.1 |
Accumulated other comprehensive income (loss), net of tax - ending | -7.3 | ' |
Accumulated Translation Adjustment [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' |
Accumulated other comprehensive income (loss), net of tax - beginning | -43.3 | ' |
Other comprehensive loss before reclassifications | -0.8 | ' |
Amounts reclassified from accumulated other comprehensive loss to net loss | 0 | ' |
Other comprehensive loss, net of tax | -0.8 | ' |
Accumulated other comprehensive income (loss), net of tax - ending | -44.1 | ' |
Accumulated Defined Benefit Plans Adjustment [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' |
Accumulated other comprehensive income (loss), net of tax - beginning | 37.7 | ' |
Other comprehensive loss before reclassifications | 0 | ' |
Amounts reclassified from accumulated other comprehensive loss to net loss | -0.9 | ' |
Other comprehensive loss, net of tax | -0.9 | ' |
Accumulated other comprehensive income (loss), net of tax - ending | $36.80 | ' |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Loss (Reclassification by Location) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' |
Selling, general and administrative expenses | $103.50 | $105.90 |
Income tax benefit | -1.2 | -8.5 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ' | ' |
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' |
Net Income (Loss) Available to Common Stockholders, Basic | -0.9 | -3.2 |
Accumulated Revaluation on Gain (Loss) on Sale of Business [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ' | ' |
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' |
Selling, general and administrative expenses | 0 | -2.4 |
Accumulated Defined Benefit Plans Adjustment [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ' | ' |
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, before Tax | -1.5 | -1.4 |
Income tax benefit | 0.6 | 0.6 |
Net Income (Loss) Available to Common Stockholders, Basic | ($0.90) | ($0.80) |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Products | $953.70 | $982.50 |
Services | 149.1 | 147 |
Operating Income/(Loss) | 11 | -0.9 |
Restructuring, impairment and transaction-related charges | 11.9 | 25.9 |
United States Print and Related Services [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Products | 842.6 | 864.2 |
Services | 143.6 | 145 |
Operating Income/(Loss) | 22.3 | 22.1 |
Restructuring, impairment and transaction-related charges | 9.5 | 15.7 |
International [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Products | 111.1 | 118.3 |
Services | 5.5 | 2 |
Operating Income/(Loss) | 0.1 | 0.5 |
Restructuring, impairment and transaction-related charges | 0.5 | 1.1 |
Operating Segments [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Products | 953.7 | 982.5 |
Services | 149.1 | 147 |
Operating Income/(Loss) | 22.4 | 22.6 |
Restructuring, impairment and transaction-related charges | 10 | 16.8 |
Corporate [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Products | 0 | 0 |
Services | 0 | 0 |
Operating Income/(Loss) | -11.4 | -23.5 |
Restructuring, impairment and transaction-related charges | $1.90 | $9.10 |
Segment_Information_Reconcilia
Segment Information (Reconciliation of Operating Profit from Segment to Consolidated) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting [Abstract] | ' | ' |
Operating loss | $11 | ($0.90) |
Less: interest expense | 20.9 | 21.9 |
Loss before income taxes and equity in earnings (loss) of unconsolidated entities | ($9.90) | ($22.80) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Mar. 31, 2014 | Apr. 28, 2014 | Apr. 07, 2014 | Apr. 28, 2014 | Jun. 30, 2014 | Apr. 28, 2014 | Jun. 30, 2014 | Apr. 28, 2014 | Jun. 30, 2014 | Apr. 28, 2014 | Jun. 30, 2014 | Apr. 28, 2014 | Jul. 26, 2011 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Apr. 28, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Apr. 28, 2014 |
Subsequent Event [Member] | Brown [Member] | Senior Unsecured Notes [Member] | Amended, Revolving Credit Facility [Member] | Amended, Revolving Credit Facility [Member] | Amended Term Loan A [Member] | Amended Term Loan A [Member] | Amended Term Loan B [Member] | Amended Term Loan B [Member] | Financing Agreement, April 2014 [Member] | Financing Agreement, April 2014 [Member] | Financing Agreement July 2011 [Member] | LIBOR [Member] | LIBOR [Member] | Alternative Base Rate [Member] | Alternative Base Rate [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | ||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Amended Term Loan A [Member] | Amended Term Loan B [Member] | Amended Term Loan A [Member] | Amended Term Loan B [Member] | Financing Agreement, April 2014 [Member] | LIBOR [Member] | Financing Agreement, April 2014 [Member] | Financing Agreement, April 2014 [Member] | ||||||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Amended Term Loan B [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized identifiable assets acquired | ' | ' | $100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt financing arrangement | ' | 1,900,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior note, stated percentage | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior unsecured note proceeds | ' | 294,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
High-yield bond offering | ' | ' | ' | 300,000,000 | ' | 850,000,000 | ' | 450,000,000 | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity period | ' | ' | ' | ' | '5 years | ' | '5 years | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate spread | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 3.25% | 1.00% | 2.25% | ' | ' | 1.00% | ' | ' | ' |
Total leverage ratio for payment restrictions, covenant compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 |
Unsecured debt leverage ratio for payment restrictions, covenant compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' |
Unsecured debt total leverage ratio for payment restrictions, covenant compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | ' |
Imposed payment threshold if total leverage ratio is exceeded, covenant compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated net worth threshold, covenant compliance | 1,200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 745,800,000 | 793,800,000 | ' | ' | ' | ' |
Additional consolidated net worth, covenant compliance | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ratio of interest coverage, covenant compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | 3.5 | ' | ' | ' | ' |
Total leverage ratio, covenant compliance | 2.48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | ' | 3.75 |
Senior secured leverage ratio, covenant compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 |
Senior secured credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,600,000,000 | $1,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |