Restructuring, Impairment and Other Charges | Note 10. Restructuring, Impairment and Other Charges Year Ended December 31, 2019 Other Total Year Ended Employee Restructuring Restructuring Other December 31, 2019 Terminations Charges Charges Impairment Charges Total Magazines, Catalogs and Logistics $ 24 $ 18 $ 42 $ 25 $ — $ 67 Book 5 5 10 54 2 66 Office Products 1 3 4 — — 4 Mexico — — — — — — Other — — — — — — Corporate — 11 11 — — 11 Total $ 30 $ 37 $ 67 $ 79 $ 2 $ 148 Restructuring Charges For the year ended December 31, 2019, the Company incurred employee-related charges of $30 million for an aggregate of 2,150 employees, of whom 357 were terminated as of or prior to December 31, 2019, primarily related to five facility closures in the Magazines, Catalogs and Logistics segment and one facility closure in the Book segment. During the fourth quarter of 2019, the Company recorded a $26 million gain in cost of goods sold (in the consolidated statement of operations) related to the sale of land and a building associated with a plant closure in the Magazines, Catalogs and Logistics segment. The Company also incurred other restructuring charges of $37 million primarily due to facility costs, costs associated with new revenue opportunities and cost savings initiatives implemented in 2019, lease costs, and pension withdrawal obligations related to facility closures. Impairment Charges For the year ended December 31, 2019, the Company recorded the following net impairment charges, which are explained further below: Property, Plant Other Intangible and Equipment Assets Goodwill Total Magazines, Catalogs and Logistics $ 8 $ 17 $ — $ 25 Book 2 1 51 54 Total $ 10 $ 18 $ 51 $ 79 Goodwill The Company performs its goodwill impairment tests annually as of October 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company also performs an interim review for indicators of impairment each quarter to assess whether an interim impairment review is required for any reporting unit. As part of its interim reviews, management analyzes potential changes in the value of individual reporting units based on each reporting unit’s operating results for the period compared to expected results as of the prior year’s annual impairment test. In addition, management considers how other key assumptions, including discount rates and expected long-term growth rates, used in the last annual impairment test could be impacted by changes in market conditions and economic events. The Company determines the fair value of its reporting units using both the income approach and the market approach. The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to projected operating results (including forecasted revenue and operating income), anticipated future cash flows, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to the multiples of earnings before interest, income taxes, depreciation and amortization (“EBITDA”) used in the calculation. Additionally, the market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. The Company weighs both the income and market approach equally to estimate the concluded fair value of each reporting unit. The determination of fair value and the allocation of that value to individual assets and liabilities requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which the Company competes; the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization, restructuring charges and capital expenditures. As part of its impairment test for its reporting units, the Company engages a third-party valuation firm to assist in the Company’s determination of certain assumptions used to estimate fair values. Interim Impairment Tests Performed in the Third Quarter of 2019 The Company’s stock price has experienced a significant, sustained decline – especially since the Merger Agreement termination was announced in late July 2019. Shortly after the Merger Agreement termination, the Company announced that it was indefinitely suspending its dividend and lowered its guidance for the year. As a result, the Company determined it necessary to perform goodwill impairment reviews on the Book, logistics and Office Products reporting units (the only reporting units that had goodwill) as of August 31, 2019. The Company performed a one-step method of for determining goodwill impairment for the three reporting units. As a result of the one-step impairment test for Book, logistics and Office Products, the Company did not recognize any goodwill impairment charges as of August 31, 2019 as the estimated fair values of the reporting units exceeded their respective carrying values. Book, logistics and Office Products passed with fair values that exceeded their carrying values by 28.2%, 55.9% and 16.8%, respectively. Impairment Tests Performed in the Fourth Quarter of 2019 The Company performed its annual impairment test as of October 31, 2019. The goodwill balances as of October 31, 2019 for the three reporting units that had goodwill were as follows: logistics ($21 million), Book ($51 million) and Office Products ($31 million). For the logistics, Book and Office Products reporting units, management assessed goodwill impairment risk by first performing a qualitative review of entity specific, industry, market and general economic factors for each reporting unit. As a result of the qualitative assessment for logistics and Office Products and considering that a goodwill impairment analysis was performed as of August 31, 2019 with no impairment recorded, the Company concluded it was more likely than not the fair values of the reporting units are greater than their carrying values, and therefore, the Company did not recognize any goodwill impairment charges. For Book, the Company was not able to conclude that it is more likely than not that the fair values of our reporting units are greater than their carrying values, and therefore, a one-step method for determining goodwill impairment was applied as of October 31, 2019. The Company compared the estimated fair value of a reporting unit with its carrying amount, including goodwill. As a result of the 2019 annual impairment test for Book, the Company fully impaired Book’s goodwill and recorded a $51 million goodwill impairment charge as the carrying value of the reporting unit did not exceed its estimated fair value. This is primarily due to the negative revenue trends experienced in the fourth quarter of 2019 and lower revenue forecasts in future years. Other Intangible Assets The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. Given the continued decline in demand in the magazines and catalogs reporting unit, management determined that a further review of the reporting unit’s intangible assets and property, plant and equipment for recoverability was appropriate during the second, third and fourth quarters in 2019: • As a result of the faster pace of decline in demand, negative revenue trends and lower expectations of future revenue to be derived from certain customer relationships, management determined that a certain definite-lived customer relationship intangible asset recorded in the magazines and catalogs reporting unit was not recoverable as a result of the recoverability test performed as of June 30, 2019. This resulted in the Company recording a $17 million impairment charge for the three months ended June 30, 2019, which fully impaired the asset. The impairment was determined using Level 3 inputs and estimated based on cash flow analyses, which included management’s assumptions related to future revenues and profitability. After recording the impairment charges, remaining definite-lived customer relationships in the Magazines, Catalogs and Logistics segment were $38 million as of December 31, 2019. • With respect to property, plant and equipment and right-of-use assets for operating leases, the Company performed a Step 1 recoverability test in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment. The recoverability test compares the estimated future undiscounted cash flows expected to result from the use of the asset group and its eventual disposition to the carrying value of the asset group; if the carrying value of the asset group exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset group’s carrying value over its fair value. Based upon management’s updated projection of cash flows for this asset group, management determined that the estimated future undiscounted cash flows were in excess of the asset group’s carrying value, resulting in no impairment loss as a result of these tests in 2019. In addition to the annual goodwill impairment test performed for Book as of October 31, 2019, the Company reviewed the reporting unit’s intangible assets and property, plant and equipment for recoverability in the fourth quarter of 2019. There were no impairment charges recorded as a result of the recoverability tests. The Company recognized impairment charges of $18 million related to intangible assets and $10 million related to machinery and equipment for the Company during the year ended December 31, 2019. The impairment recognized on machinery and equipment was primarily associated with facility closings in the Magazines, Catalogs and Logistics and Book segments. The Company will continue to perform interim reviews of goodwill for indicators of impairment each quarter to assess whether an interim impairment test is required for its goodwill balances or if recoverability tests are required for long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Such reviews could result in future impairment charges, depending on the facts and circumstances in effect at the time of those reviews. Fair Value Measurement The fair value as of the measurement date, net book value as of the end of the year and related impairment charge for assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the year ended December 31, 2019 is disclosed below. Year Ended As of December 31, 2019 December 31, 2019 Fair Value Impairment Measurement Net Book Charge (Level 3) Value Long-lived assets held and used $ 10 $ — $ — Goodwill 51 — — Customer relationships 17 — — Indefinite-lived tradenames 1 — — Total $ 79 $ — $ — The fair values of the buildings and machinery and equipment were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions with real estate brokers, review of comparable properties, if available, discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions. The Company’s accounting and finance management determines the valuation policies and procedures for Level 3 fair value measurements and is responsible for the development and determination of unobservable inputs. Other Charges For the year ended December 31, 2019, the Company recorded other charges of $2 million for multiemployer pension plan withdrawal obligations unrelated to facility closures. The total liability for the withdrawal obligations associated with the Company’s decision to withdraw from certain multiemployer pension plans included in accrued liabilities and restructuring and multiemployer pension plan liabilities Retirement Plans The Company’s withdrawal liabilities could be affected by the financial stability of other employers participating in such plans and any decisions by those employers to withdraw from such plans in the future. While it is not possible to quantify the potential impact of future events or circumstances, reductions in other employers’ participation in multiemployer pension plans, including certain plans from which the Company has previously withdrawn, could have a material effect on the Company’s previously estimated withdrawal liabilities and consolidated statements of operations, balance sheets and cash flows. Year Ended December 31, 2018 Other Total Employee Restructuring Restructuring Other Terminations Charges Charges Impairment Charges Total Magazines, Catalogs and Logistics $ 10 $ 8 $ 18 $ 2 $ — $ 20 Book — 4 4 — 2 6 Office Products 1 2 3 3 — 6 Mexico — — — — — — Other 1 — 1 — — 1 Corporate 2 — 2 — — 2 Total $ 14 $ 14 $ 28 $ 5 $ 2 $ 35 Restructuring Charges For the year ended December 31, 2018, the Company incurred employee-related charges of $14 million for an aggregate of 811 employees, substantially all of whom were terminated as of or prior to December 31, 2019, primarily related to two facility closures in the Magazines, Catalogs and Logistics segment, one facility closure in the Office Products segment and the reorganization of certain business units and corporate functions. The Company also incurred other restructuring charges of $14 million primarily due to charges related to facility costs, a loss related to the Company's disposition of its retail offset printing facilities and pension withdrawal obligations related to facility closures. Impairment Charges For the year ended December 31, 2018, the Company recorded the following net impairment charges, which are explained further below: Property, Plant Other Intangible and Equipment Assets Goodwill Total Magazines, Catalogs and Logistics $ 3 $ — $ (1 ) $ 2 Office Products — 3 — 3 Total $ 3 $ 3 $ (1 ) $ 5 Property, Plant and Equipment The net charges of $3 million primarily related to machinery and equipment associated with facility closings in the Magazines, Catalogs and Logistics segment. Other Intangible Assets – Indefinite-Lived Tradenames The Company recorded charges of $3 million for the impairment of certain acquired indefinite-lived tradenames intangible assets in the Office Products segment. The impairment of the indefinite-lived tradenames intangible assets resulted from negative revenue trends experienced in recent years and lower expectations of future revenue to be derived from those tradenames. The impairment was determined using Level 3 inputs and estimated based on cash flow analyses, which included management’s assumptions related to future revenues and profitability. After recording the impairment charges, remaining indefinite-lived tradenames in the Office Products segment is $21 million. On January 1, 2019, all of Office Products’ tradenames were changed from indefinite-lived tradenames to definite-lived tradenames. Refer to Note 9, Goodwill and Other Intangible Assets , for more information. Goodwill The year ended December 31, 2018 included a reduction of $1 million of goodwill impairment charges as a result of a $1 million adjustment of previously recorded goodwill associated with the 2017 acquisitions. Fair Value Measurements The fair value as of the measurement date, net book value as of the end of the year and related impairment charge for assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the year ended December 31, 2018 is disclosed below. Year Ended As of December 31, 2018 December 31, 2018 Fair Value Impairment Measurement Net Book Charge (Level 3) Value Long-lived assets held and used $ 3 $ — $ — Indefinite-lived tradenames 3 21 21 Total $ 6 $ 21 $ 21 The table above excludes the reduction of $1 million of goodwill impairment charges mentioned in the above section Goodwill The fair values of the buildings and machinery and equipment were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions with real estate brokers, review of comparable properties, if available, discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions. The Company’s accounting and finance management determines the valuation policies and procedures for Level 3 fair value measurements and is responsible for the development and determination of unobservable inputs. Valuation Unobservable Fair Value Technique Input Range Indefinite-lived tradenames $ 22 Relief-from- Royalty Rate 0.5% - 1.5% royalty Other Charges For the year ended December 31, 2018, the Company recorded other charges of $2 million for multiemployer pension plan withdrawal obligations unrelated to facility closures. The total liability for the withdrawal obligations associated with the Company’s decision to withdraw from certain multiemployer pension plans included in accrued liabilities and restructuring and multiemployer pension plan liabilities Retirement Plans Year Ended December 31, 2017 Other Total Employee Restructuring Restructuring Other Terminations Charges Charges Impairment Charges Total Magazines, Catalogs and Logistics $ 6 $ 4 $ 10 $ 75 $ 1 $ 86 Book 5 2 7 5 3 15 Office Products 1 — 1 3 — 4 Mexico 1 — 1 — — 1 Other — 1 1 5 — 6 Corporate — 17 17 — — 17 Total $ 13 $ 24 $ 37 $ 88 $ 4 $ 129 Restructuring Charges For the year ended December 31, 2017, the Company incurred employee-related restructuring charges of $13 million for an aggregate of 776 employees, substantially all of whom were terminated as of or prior to December 31, 2019. These charges primarily related to three facility closures in the Book segment, one facility closure in the Magazines, Catalogs and Logistics segment and the reorganization of certain business units. The Company also incurred other restructuring charges of $24 million primarily related to the exit from certain operations and facilities, as well as charges as a result of a terminated supplier contact. Impairment Charges For the year ended December 31, 2017, the Company recorded the following net impairment charges, which are explained further below: Other Property, Plant Intangible and Equipment Assets Goodwill Total Magazines, Catalogs and Logistics $ 7 — $ 68 $ 75 Book — 5 — 5 Office Products — 3 — 3 Other — — 5 5 Total $ 7 $ 8 $ 73 $ 88 Property, Plant and Equipment The net charges of $7 million primarily related to impairment of machinery and equipment in the Company’s magazines and catalogs reporting unit, which is included in the Magazines, Catalogs and Logistics segment, resulting from general volume declines. Other Intangible Assets - Indefinite-Lived Tradenames The Company also recorded charges of $8 million for the impairment of certain acquired indefinite-lived tradename intangible assets, including $3 million in the Office Products segment and $5 million in the Book segment. The impairment of the indefinite-lived tradename intangible assets resulted from negative revenue trends experienced in recent years and lower expectations of future revenue to be derived from those tradenames. The impairment was determined using Level 3 inputs and estimated based on cash flow analyses, which included management’s assumptions related to future revenues and profitability. After recording the impairment charges, remaining indefinite-lived tradenames in the Office Products and Book segments were $23 million and $1 million, respectively. Goodwill With respect to the goodwill impairment charges, the Company completed several acquisitions during the year ended December 31, 2017, five of which were included in the Company’s former magazines, catalogs and retail inserts reporting unit, which was part of the former Print segment. Prior to the acquisitions completed within the last twelve months, the former magazines, catalogs and retail inserts reporting unit had zero goodwill recorded, as goodwill associated with this reporting unit had been fully impaired in prior years. Given the historical valuations of the former magazines, catalogs and retail inserts reporting unit that have resulted in goodwill impairment in prior years, combined with the change in the composition of the carrying value of the former reporting unit due to the acquisitions completed as of September 30, 2017, the Company determined it necessary to perform an interim goodwill impairment review on this former reporting unit as of September 30, 2017. As a result of the interim goodwill impairment test, and consistent with prior goodwill impairment tests, the former magazines, catalogs and retail inserts reporting unit’s fair value continued to be at a value below its carrying value. This was primarily due to the negative revenue trends experienced in recent years that are only partially offset by the impact of the new acquisitions. As such, the Company recorded charges of $ 55 million to recognize the impairment of goodwill in this former reporting unit as of September 30, 2017. The goodwill impairment charges were determined using Level 3 inputs, including discounted cash flow analyses, comparable marketplace fair value data and management’s assumptions. For the quarter ended December 31, 2017, the Company completed the acquisition of The Clark Group, Inc. (“Clark Group”) that became part of the former magazines, catalogs and retail inserts reporting unit. Given the amount by which the carrying amount of the former reporting unit exceeded its fair value in the goodwill impairment test performed as of September 30, 2017, combined with the fact that management’s assessment of the fair value did not materially change since that date, an additional goodwill impairment charge of $18 million was recorded in the period ended December 31, 2017, which represented all of the goodwill arising from the Clark Group acquisition and additional amounts related to acquisitions completed during the quarter ended September 30, 2017. The total charge to recognize the impairment of goodwill in the former magazines, catalogs and retail inserts reporting unit was $73 million for 2017, resulting in zero goodwill associated with former the magazines, catalogs and retail inserts reporting unit as of December 31, 2017. Fair Value Measurement The fair value as of the measurement date, net book value as of the end of the year and related impairment charge for assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the year ended December 31, 2017 is disclosed below. Year Ended As of December 31, 2017 December 31, 2017 Fair Value Impairment Measurement Net Book Charge (Level 3) Value Long-lived assets held and used $ 7 $ — $ — Goodwill 73 — — Indefinite-lived tradenames 8 23 23 Total $ 88 $ 23 $ 23 The fair values of the buildings and machinery and equipment were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions with real estate brokers, review of comparable properties, if available, discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions. The Company’s accounting and finance management determines the valuation policies and procedures for Level 3 fair value measurements and is responsible for the development and determination of unobservable inputs. Valuation Unobservable Fair Value Technique Input Range Indefinite-lived tradenames $ 24 Relief-from- Royalty Rate 0.5% - 1.5% royalty Other Charges For the year ended December 31, 2017, the Company recorded other charges of $4 million for multiemployer pension plan withdrawal obligations unrelated to facility closures. The total liability for the withdrawal obligations associated with the Company’s decision to withdraw from certain multiemployer pension plans included in accrued liabilities and restructuring and multiemployer pension plan liabilities are $6 million and $37 million, respectively, at December 31, 2017. Refer to Note 15, Retirement Plans Restructuring Reserve The restructuring reserve as of December 31, 2019 and 2018, and changes during the year ended December 31, 2019, were as follows: December 31, Restructuring Cash December 31, 2018 Charges Other Paid 2019 Employee terminations $ 8 $ 30 $ — $ (9 ) $ 29 Multiemployer pension plan withdrawal obligations 32 5 — (6 ) 31 Other and lease termination 1 27 — (26 ) 2 Total $ 41 $ 62 $ — $ (41 ) $ 62 The current portion of restructuring reserves of $37 million at December 31, 2019 was included in accrued liabilities, while the long-term portion of $25 million, which primarily related to multi-employer pension plan withdrawal obligations related to facility closures, was included in restructuring and multiemployer pension plan liabilities The Company anticipates that payments associated with the employee terminations reflected in the above table will be substantially completed by December 31, 2020. Payments on all of the Company’s multiemployer pension plan withdrawal obligations are scheduled to be completed by 2034. Changes based on uncertainties in these estimated withdrawal obligations could affect the ultimate charges related to multiemployer pension plan withdrawals. Refer to Note 15 , Retirement Plans, The activity in restructuring liabilities classified as “other and lease termination” primarily consisted of other facility closing costs, costs associated with new revenue opportunities and cost savings initiatives implemented in 2019 The restructuring reserve as of December 31, 2018 and 2017, and changes during the year ended December 31, 2018, were as follows: December 31, Restructuring Cash December 31, 2017 Charges Other Paid 2018 Employee terminations $ 8 $ 14 $ — $ (14 ) $ 8 Multiemployer pension plan withdrawal obligations 16 3 19 (6 ) 32 Other 2 8 — (9 ) 1 Total $ 26 $ 25 $ 19 $ (29 ) $ 41 The current portion of restructuring reserves of $15 million at December 31, 2018 was included in accrued liabilities, while the long-term portion of $26 million, which primarily related to multi-employer pension plan withdrawal obligations related to facility closures, was included in restructuring and multiemployer pension plan liabilities at December 31, 2018. During the three months ended March 31, 2018, the Company reclassified $19 million of multiemployer pension plan withdrawal obligations from non-restructuring liabilities to restructuring liabilities, of which $3 million and $16 million were recorded in the current and long-term portions of the reserves, respectively. The reclassification was primarily due to facility closures in the Magazines, Catalogs and Logistics and Book segments during the three months ended March 31, 2018. |