Share-Based Compensation | Note 8. Share-Based Compensation Prior to the separation, RRD maintained an incentive stock program for the benefit of its officers, directors, and certain employees, including the Company’s employees. A portion of the Company’s employees have participated in RRD’s incentive stock program which included stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”). Share-based compensation expense included expense attributable to the Company based on the award terms previously granted to the Company’s employees and an allocation of compensation expense associated with RRD’s corporate and shared functional employees. As the share-based compensation plans were RRD’s plans, the amounts were recognized through net parent company investment on the condensed combined balance sheets. In connection with the separation, outstanding RRD stock options, RSUs and PSUs previously issued under RRD’s incentive stock program were adjusted and converted into awards at a participant’s new employer or into a basket of awards of each of the Company, RRD and Donnelley Financial using a formula designed to preserve the intrinsic value and fair value of the awards immediately prior to the separation. In periods after the separation, the Company records share-based compensation expense held by its employees, officers and directors relating to LSC Communications, RRD and Donnelley Financial awards. As the separation date, the outstanding RRD options related to the 2009, 2010, 2011, and 2012 grants were modified and converted into stock options in all three companies at a conversion rate outlined in the separation and distribution agreement. The outstanding shares related to the 2013 and 2014 RRD RSUs were modified and converted into RSUs in all three companies as outlined in the separation and distribution agreement. The outstanding shares related to the 2015 and 2016 RRD RSUs were converted into RSUs in the company that the grantees were employed by at the separation date. Modifications were made to the RRD PSUs so that as of the separation date, the performance period for the 2014 and 2015 PSU grants ended. The applicable performance was measured as of the separation date against revised cumulative free cash flow targets approved by the RRD Board of Directors. The 2014 PSUs converted into RSUs in all three companies in accordance with the separation and distribution agreement. The 2015 PSUs converted into RSUs in the company that the grantees were employed by at the separation date. Total compensation expense related to all share-based compensation plans for the Company’s employees, officers and directors was $3 million for the three months ended March 31, 2017. The Company was allocated share-based compensation expense from RRD of $1 million related to all share-based compensation plans for the three months ended March 31, 2016. Stock Options There were no options granted during the three months ended March 31, 2017 or 2016. A summary of the Company’s stock option activity for LSC Communications, RRD and Donnelley Financial employees, officers and directors as of December 31, 2016 and March 31, 2017, and changes during the three months ended March 31, 2017 is presented below. Shares Under Option (thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (millions) Outstanding at December 31, 2016 299 $ 25.32 3.3 $ 2 Outstanding at March 31, 2017 299 25.32 3.1 1 Vested and expected to vest at March 31, 2017 299 25.32 3.1 1 Exercisable at March 31, 2017 299 $ 25.32 3.1 $ 1 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on March 31, 2017 and December 31, 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on March 31, 2017 and December 31, 2016. This amount will change in future periods based on the fair market value of LSC Communications stock and the number of options outstanding. Total intrinsic value of options exercised for the three months ended March 31, 2017 was de minimis. There was a de minimis amount of excess tax benefits for the three months ended March 31, 2017. There was no compensation expense related to stock options for the three months ended March 31, 2017. Restricted Stock Units A summary of the Company’s RSU activity for LSC Communications, RRD and Donnelley Financial employees and officers who hold LSC Communications RSUs as of December 31, 2016 and March 31, 2017, and changes during the three months ended March 31, 2017 is presented below. Shares (thousands) Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 652 $ 28.39 Granted 150 26.72 Vested (86 ) 27.22 Nonvested at March 31, 2017 716 $ 28.18 During the three months ended March 31, 2017, 150,290 RSUs were granted to certain executive officers and senior management. The shares are subject to time-based vesting and will cliff vest on March 2, 2020. The total potential payout for the awards is 150,290 shares. The fair value of these awards was determined based on the Company’s stock price on the grant date reduced by the present value of expected dividends through the vesting period. These awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death, permanent disability or retirement of the grantee or change of control of the Company. Compensation expense related to LSC Communications, RRD and Donnelley Financial RSUs held by Company employees, officers and directors was $2 million for the three months ended March 31, 2017. As of March 31, 2017, there was $12 million of unrecognized share-based compensation expense related to approximately 0.7 million RSUs, with a weighted-average grant date fair value of $28.10, that are expected to vest over a weighted average period of 2.1 Restricted Stock Awards A summary of restricted stock award (“RSA”) activity for the Company’s employees related to awards granted after the separation as of December 31, 2016 and March 31, 2017, and changes during the three months ended March 31, 2017 is presented below. Shares (thousands) Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 159 $ 26.26 Nonvested at March 31, 2017 159 $ 26.26 Compensation expense related to RSAs for the three months ended March 31, 2017 was de minimis. As of March 31, 2017, there was $3 million of unrecognized compensation expense related to RSAs, which is expected to be recognized over a weighted average period of 2.5 years. Performance Restricted Stock A summary of performance restricted stock (“PRS”) activity for the Company’s employees related to awards granted after the separation as of December 31, 2016 and March 31, 2017, and changes during the three months ended March 31, 2017 is presented below. Shares (thousands) Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 266 $ 26.26 Granted 45 28.94 Nonvested at March 31, 2017 311 $ 26.65 During the three months ended March 31, 2017, 44,760 shares of PRS were granted to certain executive officers, payable upon the achievement of certain established performance targets. The performance period for the shares is January 1, 2017 to December 31, 2017. In addition to being subject to achievement of the performance target, the shares are also subject to time-based vesting on March 2, 2020. Both the performance-based vesting and the time-based vesting must be met for the PRS to vest. The fair value of these awards was determined on the date of grant based on the Company’s stock price. These awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death, permanent disability or retirement of the grantee or change of control of the Company. Compensation expense for the awards granted during the three months ended March 31, 2017 is being recognized based on an estimated payout of 37,300 shares. Compensation expense for the awards granted during the three months ended December 31, 2016 is being recognized based on an estimated payout of 266,072 shares. Compensation expense related to PRS for the three months ended March 31, 2017 was $1 million. As of March 31, 2017, there was $7 million of unrecognized compensation expense related to PRS, which is expected to be recognized over a weighted average period of 2.6 Performance Share Units A summary of PSU activity for the Company’s employees related to awards granted after the separation as of December 31, 2016 and March 31, 2017, and changes during the three months ended March 31, 2017 is presented below. Shares (thousands) Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 — $ — Granted 29 26.72 Nonvested at March 31, 2017 29 $ 26.72 During the three months ended March 31, 2017, 28,520 PSUs were granted to certain members of senior management, payable upon the achievement of certain established performance targets. The performance period for the shares is January 1, 2017 to December 31, 2017. In addition to being subject to achievement of the performance target, the shares are also subject to time-based vesting on March 2, 2020. Both the performance-based vesting and the time-based vesting must be met for the PSUs to vest. The fair value of these awards was determined based on the Company’s stock price on the grant date reduced by the present value of expected dividends through the vesting period. These awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death, permanent disability or retirement of the grantee or change of control of the Company. Compensation expense for the awards granted during the three months ended March 31, 2017 is being recognized based on an estimated payout of 28,520 shares. Compensation expense related to PSUs for the three months ended March 31, 2017 was de minimis. As of March 31, 2017, there was $1 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted average period of 2.9 |