Business Combinations | Note 2. Business Combinations 2017 Acquisitions On September 7, 2017, the Company acquired Publishers Press, a printing solutions provider with capabilities such as web-offset printing, prepress and distribution services for magazines and retail brands. The acquisition enhanced the Company’s printing capabilities. The total purchase price was $70 million in cash, of which $1 million was recorded in goodwill. For the three and nine months ended September 30, 2017, the Company’s condensed consolidated statement of operations included net sales of $11 million and a de minimis amount of income from operations On August 21, 2017, the Company acquired the assets of NECI, LLC (“NECI”), a supplier of commodity and specialty filing supplies On On July 28, 2017, the Company acquired Fairrington Transportation Corp., F.T.C. Transport, Inc. and F.T.C. Services, Inc. (“Fairrington”), a full-service, printer-independent mailing logistics provider in the United States. The acquisition enhanced the Company’s logistics service offering. The purchase price was $20 million in cash and approximately 1.0 million shares of LSC Communications common stock, for a total transaction value of $40 million. Of the total purchase price, $22 million was recorded in goodwill. On March 1, 2017, the Company acquired HudsonYards Studios (“HudsonYards”), a digital and print premedia production company that provides high-quality creative retouching, computer-generated imagery, mechanical creation, press-ready file preparation, and interactive production services. The acquisition enhanced the Company’s digital and premedia capabilities. The purchase price for HudsonYards was $3 million in cash, of which $2 million was recorded in goodwill. For the three months ended September 30, 2017, the Company’s condensed consolidated statement of operations included net sales of $2 million and a de minimis operating loss attributable to the acquisition of HudsonYards. For the nine months ended September 30, 2017, the Company’s condensed consolidated statement of operations included net sales of $5 million and a loss from operations of $1 million attributable to the acquisition of HudsonYards. The operations of Publishers Press, CREEL, Fairrington, and HudsonYards are included in the Print segment; specifically the magazines, catalogs and retail inserts reporting unit. The operations of NECI are included in the Office Products segment. The acquisitions were recorded by allocating the cost of the acquisitions to the assets acquired, including other intangible assets, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisitions over the net amounts assigned to the fair value of the assets acquired was recorded in goodwill. The goodwill is primarily attributable to the synergies expected to arise as a result of the acquisitions. The preliminary tax deductible goodwill related to the Publishers Press, NECI, CREEL, Fairrington, and HudsonYards acquisitions was $33 million. Based on the acquisition-date valuations, the preliminary purchase price allocations for Publishers Press, CREEL and Fairrington in the Print segment are as follows: Publishers Press CREEL Fairrington Accounts Receivable $ 25 $ 13 $ 6 Inventories 13 5 — Prepaid expenses and other current assets 2 1 — Property, plant and equipment 36 19 6 Other intangible assets — 22 17 Other noncurrent assets — — 1 Goodwill 1 25 22 Accounts payable and accrued liabilities (8 ) (7 ) (4 ) Deferred taxes-net — — (9 ) Total purchase price, net of cash acquired 69 78 39 Less: value of common stock issued — — 20 Net cash paid: $ 69 $ 78 $ 19 Given the historical valuations of the 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 reporting unit due to the recent acquisitions, the Company determined it necessary to perform an interim goodwill impairment review on this reporting unit as of September 30, 2017. As a result, for the three months ended September, 2017, the Company recorded a non-cash charge of $55 million to recognize the impairment of goodwill for the magazines, catalogs and retail inserts reporting unit in the Print segment. Refer to Note 6, Restructuring, Impairment and Other Charges , for further details on this non-cash charge. The purchase price allocations for Publishers Press, NECI, CREEL, and Fairrington are preliminary because the valuations necessary to assess the fair values of the net assets and liabilities acquired are still in process. The primary areas that are not yet finalized relate to the valuation of certain assets and liabilities. The final purchase price allocations may differ from what is currently reflected in the condensed consolidated financial statements, and could affect goodwill impairment in the future. The fair values of other intangible assets and goodwill associated with the acquisitions were determined to be Level 3 under the fair value hierarchy. The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements: Fair Value Valuation Technique Unobservable Input Range Customer relationships $ 36 Relief-from-royalty-method Growth rate (3.0)% - 0.9% Attrition rate 6.0% - 6.5% Discount rate 15.0% - 23.0% Trade names 3 Multi-period excess earnings method Royalty rate 1.0% - 1.5% Discount rate 15.0% - 19.0% The fair values of property, plant and equipment associated with the acquisitions were determined to be Level 3 under the fair value hierarchy. Property, plant and equipment values were estimated using either the cost or market approach, if a secondhand market existed. For the three and nine months ended September 30, 2017, the Company recorded $2 million and $3 million of acquisition-related expenses associated with the completed and contemplated acquisitions described above within selling, general and administrative expenses in the condensed consolidated statements of operations. 2016 Acquisition On December 2, 2016, the Company acquired Continuum Management Company, LLC (“Continuum”), a print procurement and management business. The acquisition enhanced the Company’s print management’s capabilities. The Company paid $7 million in cash in 2016. An additional $2 million in cash was paid during the three months ended March 31, 2017 as part of a final working capital adjustment for a total purchase price of $9 million, of which $5 million was recorded in goodwill. There were no acquisition-related expenses during the three and nine months ended September 30, 2016. Pro forma results The following unaudited pro forma financial information for the three and nine months ended September 30, 2017 and 2016 presents the condensed consolidated and combined statements of operations of the Company and the acquisitions described above, as if the acquisitions had occurred as of January 1 of the year prior to the acquisitions. The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s condensed consolidated and combined statements of operations that would have been reported had these acquisitions been completed as of the beginning of the period presented and should not be taken as indicative of the Company’s future condensed consolidated statements of operations. Three Months Ended Nine Months Ended September 30 September 30 2017 2016 2017 2016 Net sales $ 978 $ 1,052 $ 2,808 $ 3,034 Net (loss) income (6 ) 40 (8 ) 97 Net (loss) earnings per common share Basic $ (0.18 ) $ 1.20 $ (0.24 ) $ 2.90 Diluted $ (0.18 ) $ 1.20 $ (0.24 ) $ 2.90 The following table outlines unaudited pro forma financial information for the three and nine months ended September 30, 2017 and 2016: Three Months Ended Nine Months Ended September 30 September 30 2017 2016 2017 2016 Amortization of purchased intangibles $ 5 $ 5 $ 15 $ 16 Additionally, the nonrecurring pro forma adjustments affecting net income for the three and nine months ended September 30, 2017 and 2016 were as follows: Three Months Ended Nine Months Ended September 30 September 30 2017 2016 2017 2016 Acquisition-related expenses, pre-tax $ (1 ) $ — $ (1 ) $ — Restructuring, impairment and other charges — — (1 ) — Inventory fair value adjustments, pre-tax 1 — 1 (1 ) Other pro forma adjustments, pre-tax — 1 2 2 Income taxes — — 1 (1 ) Note: A negative number in the table above represents a decrease to income in pro forma net income. |