Restructuring, Impairment and Other Charges | Note 8. Restructuring, Impairment and Other Charges For the three and six months ended June 30, 2020 and 2019, the Company recorded the following net restructuring, impairment and other charges disclosed in the condensed consolidated statements of operations: Other Total Three Months Ended Employee Restructuring Restructuring Other June 30, 2020 Terminations Charges Charges Impairment Charges Total Magazines, Catalogs and Logistics $ 7 $ 12 $ 19 $ 1 $ — $ 20 Book 1 — 1 — 1 2 Office Products — 1 1 — — 1 Mexico — — — — — — Other — — — — — — Corporate — 9 9 — — 9 Total $ 8 $ 22 $ 30 $ 1 $ 1 $ 32 Other Total Six Months Ended Employee Restructuring Restructuring Other June 30, 2020 Terminations Charges Charges Impairment Charges Total Magazines, Catalogs and Logistics $ 7 $ 22 $ 29 $ 2 $ — $ 31 Book 2 2 4 — 1 5 Office Products 2 1 3 — — 3 Mexico — — — — — — Other — — — — — — Corporate — 19 19 — — 19 Total $ 11 $ 44 $ 55 $ 2 $ 1 $ 58 Other Total Three Months Ended Employee Restructuring Restructuring Other June 30, 2019 Terminations Charges Charges Impairment Charges Total Magazines, Catalogs and Logistics $ — $ 3 $ 3 $ 17 $ — $ 20 Book — — — — 1 1 Office Products — 1 1 — — 1 Mexico — — — — — — Other — — — — — — Corporate — 2 2 — — 2 Total $ — $ 6 $ 6 $ 17 $ 1 $ 24 Other Total Six Months Ended Employee Restructuring Restructuring Other June 30, 2019 Terminations Charges Charges Impairment Charges Total Magazines, Catalogs and Logistics $ 5 $ 7 $ 12 $ 19 $ — $ 31 Book — 1 1 — 1 2 Office Products — 1 1 — — 1 Mexico — — — — — — Other — — — — — — Corporate — 3 3 — — 3 Total $ 5 $ 12 $ 17 $ 19 $ 1 $ 37 Restruct uring Charges For the three and six months ended June 30, 2020, the Company incurred net other restructuring charges of $22 million and $44 million, primarily due to facility costs and costs to move equipment, professional fees, and expenses associated with new revenue opportunities and cost savings initiatives implemented in 2019. For the three and six months ended June 30, 2020, the Company incurred charges of $8 million and $11 million for an aggregate of 1,032 employees, of whom 443 were terminated as of or prior to June 30, 2020, primarily related to the closure of two facilities in the Magazines, Catalogs and Logistics segment and one facility in the Office Products segment, and the reorganization of certain business units and corporate functions. For the three and six months ended June 30, 2019, the Company incurred net other restructuring charges of $6 million and $12 million, respectively, primarily due to charges related to facility costs, as well as costs associated with new revenue opportunities and cost savings initiatives implemented in 2019, and pension withdrawal obligations related to facility closures. For the six months ended June 30, 2019, the Company incurred charges of $5 million for an aggregate of 234 employees, substantially all of whom were terminated as of or prior to June 30, 2020, primarily related to the closure of one facility in the Magazines, Catalogs and Logistics segment. The Company recorded $2 million of net impairment charges for the six months ended June 30, 2019 related to machinery and equipment associated with facility closings in the Magazines, Catalogs and Logistics segment. Impairment Reviews The Company performs interim reviews of goodwill for indicators of impairment each quarter to assess whether an interim impairment review is required for any reporting unit. Additionally, 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. As part of its interim reviews, management analyzes operating results for the period compared to expected results as of the prior year’s review, key assumptions such as discount rates and expected long-term growth rates, changes in the overall market value of the Company’s equity and debt securities, significant negative industry and economic trends, as well as other factors. Goodwill As of June 30, 2020, only two reporting units had goodwill: Office Products ($31 million) and logistics ($21 million). For the Office Products and logistics 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. For both reporting units, 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 June 30, 2020. The Company performed a Step 1 impairment test of goodwill in accordance with ASC Topic 350, Intangibles-Goodwill and Other, which includes comparing the estimated fair value of each reporting unit to its carrying amount, including goodwill. If the carrying amount of a reporting unit is greater than zero and its fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of a reporting unit exceeds its fair value, the goodwill is considered impaired and a full or partial write-off of goodwill would be required. 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. As a result of the interim impairment tests Office Products and logistics, the Company did not recognize any goodwill impairment charges as the estimated fair values of the reporting units exceeded their respective carrying values by 8% and 44%, respectively. Other Intangible Assets and Property, Plant and Equipment Quarter Ended June 30, 2020 The Company performed a review of property, plant and equipment and right-of-use assets for operating leases and determined that indicators of impairment were present and a test for recoverability was appropriate during the second quarter of 2020. The Company performed a Step 1 recoverability test in accordance with ASC Topic 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. We applied a probability-weighted approach as there are alternative courses of action to recover the carrying amount of the long-lived asset groups following Chapter 11 proceedings. Based upon management’s probability-weighted cash flows for the relevant asset groups, management determined that the estimated future undiscounted cash flows were in excess of the asset groups’ carrying values, resulting in no impairment loss as a result of these tests in the second quarter of 2020. In addition to the interim tests noted above, the Company reviewed all intangible assets for recoverability. There were no impairment charges recorded as a result of the recoverability tests. The Company recorded $1 million and $2 million of impairment during the three and six months ended June 30, 2020, respectively, on machinery and equipment primarily due to facility closings in the Magazines, Catalogs and Logistics segment. Quarter Ended June 30, 2019 Due to the unprecedented drop in demand in the magazines and catalogs reporting unit, management determined that a further review of the reporting unit’s intangible assets for recoverability was appropriate during the second quarter of 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 was not recoverable. 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. Future Interim Reviews 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. The Bankruptcy Court entered an order granting approval for a sale and bidding process for the Company or components of the Company. The auction, if one is held, is scheduled for August 25, 2020, and a hearing approving the sale is currently scheduled for September 1, 2020. The Company’s cash flows could significantly change and materially impact the fair value of the Company’s reporting units, intangible assets and long-lived assets. Other Charges For each of the three and six months ended June 30, 2020 and 2019, the Company recorded $1 million of other charges 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 is $20 million at June 30, 2020 and is disclosed as liabilities subject to compromise in the Company’s condensed consolidated balance sheet. Refer to Note 2, Voluntary Reorganization under Chapter 11 Restructuring Reserve The restructuring reserve as of December 31, 2019 and June 30, 2020, and changes during the six months ended June 30, 2020 were as follows: December 31, Restructuring Reclass to Liabilities Cash June 30, 2019 Charges Subject to Compromise Paid 2020 Employee terminations $ 29 $ 11 $ (2 ) $ (16 ) $ 22 Multiemployer pension plan withdrawal obligations 31 — (29 ) (2 ) — Other and lease termination 2 37 (9 ) (30 ) — Total $ 62 $ 48 $ (40 ) $ (48 ) $ 22 The current portion of restructuring reserves of $22 million at June 30, 2020 was included in accrued liabilities. As a result of the Company’s voluntary reorganization, $40 million of restructuring liabilities were reclassed to liabilities subject to compromise on the Company’s condensed consolidated balance sheet at June 30, 2020. Refer to Note 2, Voluntary Reorganization under Chapter 11 The Company anticipates that payments associated with the employee terminations reflected in the above table will be substantially completed by June 30, 2021. The restructuring liabilities classified as “other” consisted of other facility closing costs, expenses to move equipment, professional fees, and c osts associated with new revenue opportunities and cost savings initiatives implemented in 2019. |