Restructuring, Impairment and Transaction-Related Charges

The Company recorded restructuring, impairment and transaction-related charges for the years ended December 31, 2018, 2017 and 2016, as follows:



	2018		2017		2016
Employee termination charges	$	23.0	$	26.9	$	12.9
Impairment charges	26.5		12.0		26.8
Transaction-related charges	8.2		3.1		2.2
Integration costs	1.3		—		0.1
Other restructuring charges	44.6		18.4		31.6
Total	$	103.6	$	60.4	$	73.6

The costs related to these activities have been recorded on the consolidated statements of operations as restructuring, impairment and transaction-related charges. See Note 20, “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. The Company has announced a total of 43 plant closures and has reduced headcount by approximately 13,000 employees since 2010.

The Company announced the closures of the Hazleton, Pennsylvania and Franklin, Kentucky plants during the year ended December 31, 2018. The Company recorded the following charges as a result of plant closures and other restructuring programs for the year ended December 31, 2018:


•	Employee termination charges of $23.0 million were recorded as a result of workforce reductions through facility consolidations and separation programs.


•	Integration costs of $1.3 million were recorded, primarily related to the integration of acquired companies.

•

Other restructuring charges of $44.6 million were recorded, which consisted of the following: (1) a $32.1 million increase to the Company’s MEPPs withdrawal liability; (2) $12.9 million of vacant facility carrying costs, (3) $10.0 million in charges for certain legal matters and customer contract penalties related to the Company’s operations in Peru; (4) $4.0 million of lease exit charges, (5) $1.5 million in charges from foreign currency losses as a result of the economy in Argentina being classified as highly inflationary; and (6) $1.4 million of equipment and infrastructure removal costs from closed plants. Other restructuring charges were presented net of $17.3 million in gains on the sale of facilities, including a $7.5 million gain from the sale of the Taunton, Massachusetts Book plant, a $7.0 million gain from the sale of the Dallas, Texas plant and a $2.2 million gain from the sale of the San Ixhuatepec, Mexico plant.

The Company announced the closures of the Waseca, Minnesota; Columbus, Ohio; Taunton, Massachusetts; and Dallas, Texas plants during the year ended December 31, 2017. The Company recorded the following charges as a result of plant closures and other restructuring programs for the year ended December 31, 2017:


•	Employee termination charges of $26.9 million were recorded as a result of workforce reductions through facility consolidations and separation programs.

•

Other restructuring charges of $18.4 million were recorded, which consisted of the following: (1) $14.2 million of vacant facility carrying costs, (2) a $6.7 million loss on the sale of a business; (3) $3.9 million of lease exit charges, including the lease termination of the Huntington Beach, California and Manassas, Virginia plants; and (4) $1.9 million of equipment and infrastructure removal costs from closed plants. Other restructuring charges were presented net of $7.1 million in gains from the sale of the Atglen, Pennsylvania; Dickson, Tennessee; Lenexa, Kansas; East Greenville, Pennsylvania and Marengo, Iowa facilities; and a $1.2 million gain from settlements with vendors through bankruptcy proceedings for the Company's Argentina Subsidiaries.

The Company announced the closures of the Atglen, Pennsylvania; Huntington Beach, California; Lenexa, Kansas; Manassas, Virginia; Monroe, New Jersey; and York, Pennsylvania plants during the year ended December 31, 2016. The Company recorded the following charges as a result of plant closures and other restructuring programs for the year ended December 31, 2016:


•	Employee termination charges of $12.9 million were recorded as a result of workforce reductions through facility consolidations and separation programs.


•	Integration costs of $0.1 million were recorded, 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 acquired companies.

•

Other restructuring charges of $31.6 million were recorded, which consisted of the following: (1) $13.6 million of vacant facility carrying costs; (2) an $11.2 million increase to the Company’s MEPPs withdrawal liability; (3) $4.9 million of equipment and infrastructure removal costs from closed plants; and (4) $4.5 million of lease exit charges, including the lease termination of the Pittsburg, California facility. Other restructuring charges were presented net of the following: (1) a $1.3 million gain from settlements with vendors due to the Company's Argentina Subsidiaries emerging from bankruptcy during the fourth quarter of 2016 and (2) a $1.3 million gain on the sale of the Pilar, Argentina building.

The restructuring charges recorded were based on plans that have been committed to by management and were, 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 impairment charges of $26.5 million during the year ended December 31, 2018, consisting of the following: (1) $16.9 million of impairment charges primarily for machinery and equipment no longer being utilized in production as a result of facility consolidations, including Waseca, Minnesota; Hazleton, Pennsylvania; and Franklin, Kentucky; as well as other capacity and strategic reduction restructuring initiatives, including $5.0 million of impairment charges for machinery and equipment in Peru; and (2) $4.6 million of land and building impairment charges, primarily related to the Franklin, Kentucky plant closure.

The Company recognized impairment charges of $12.0 million during the year ended December 31, 2017, consisting of the following: (1) $6.7 million of impairment charges primarily for machinery and equipment no longer being utilized in production as a result of facility consolidations, including Waseca, Minnesota; Columbus, Ohio; and Taunton, Massachusetts, as well as other capacity and strategic reduction restructuring initiatives; and (2) $5.3 million of land and building impairment charges related to the Waseca, Minnesota and Taunton, Massachusetts plant closures.

The Company recognized impairment charges of $26.8 million during the year ended December 31, 2016, consisting of the following: (1) $12.1 million of land and building impairment charges related to the Atglen, Pennsylvania plant closure; and (2) $14.7 million of impairment charges primarily for machinery and equipment no longer being utilized in production as a result of facility consolidations, including Atglen, Pennsylvania; Augusta, Georgia; East Greenville, Pennsylvania; Monroe, New Jersey; Woodstock, Illinois; and Queretaro, Mexico, as well as other capacity and strategic reduction restructuring activities.

The fair values of the impaired assets were determined by the Company to be Level 3 under the fair value hierarchy (see Note 14, “Financial Instruments and Fair Value Measurements,” for the definition of Level 3 inputs) and were estimated based on broker quotes, internal expertise related to current marketplace conditions and estimated future discounted cash flows. These assets were adjusted to their estimated fair values at the time of impairment. If estimated fair values subsequently decline, the carrying values of the assets are adjusted accordingly.

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 $8.2 million, $3.1 million and $2.2 million during the years ended December 31, 2018, 2017 and 2016, respectively, which includes $6.4 million related to the proposed acquisition of LSC during the year ended December 31, 2018, and $1.0 million related to the sale of a business during the year ended December 31, 2017. The transaction-related charges were expensed as incurred in accordance with the applicable accounting guidance on business combinations.

Restructuring Reserves

Activity impacting the Company’s restructuring reserves for the years ended December 31, 2018 and 2017, was as follows:



	Employee Termination Charges			Impairment Charges			Transaction-Related Charges (Income)			Integration Costs			Other Restructuring Charges			Total
Balance at January 1, 2017	$	7.6		$	—		$	0.1		$	1.1		$	10.4		$	19.2
Expense, net	26.9			12.0			3.1			—			18.4			60.4
Cash payments, net	(19.0		)	—			(2.8		)	(0.1		)	(14.5		)	(36.4		)
Non-cash adjustments/reclassifications	2.1			(12.0		)	—			(0.8		)	(3.0		)	(13.7		)
Balance at December 31, 2017	$	17.6		$	—		$	0.4		$	0.2		$	11.3		$	29.5
Expense, net	23.0			26.5			8.2			1.3			44.6			103.6
Cash payments, net	(28.7		)	—			(7.4		)	(1.1		)	(6.6		)	(43.8		)
Non-cash adjustments/reclassifications	(2.6		)	(26.5		)	—			(0.2		)	(32.2		)	(61.5		)
Balance at December 31, 2018	$	9.3		$	—		$	1.2		$	0.2		$	17.1		$	27.8

The Company’s restructuring reserves at December 31, 2018, included a short-term and a long-term component. The short-term portion included $23.1 million in accrued liabilities (see Note 9, “Accrued Liabilities and Other Long-Term Liabilities”) and $1.8 million in accounts payable in the consolidated balance sheets as the Company expects these reserves to be paid within the next twelve months. The long-term portion of $2.9 million was included in other long-term liabilities (see Note 9, “Accrued Liabilities and Other Long-Term Liabilities”) in the consolidated balance sheets.