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Equity Incentive Programs | 6 Months Ended
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Jun. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Equity Incentive Programs | Equity Incentive Programs The shareholders of the Company approved the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan ("Omnibus Plan") for two complementary purposes: (1) to attract and retain outstanding individuals to serve as directors, officers and employees; and (2) to increase shareholder value. The Omnibus Plan provides for an aggregate 7,871,652 shares of class A common stock reserved for issuance under the Omnibus Plan. Awards under the Omnibus Plan may consist of incentive awards, stock options, stock appreciation rights, performance shares, performance share units, shares of class A common stock, restricted stock, restricted stock units, deferred stock units or other stock-based awards as determined by the Company's Board of Directors. Each stock option granted has an exercise price of no less than 100% of the fair market value of the class A common stock on the date of grant. As of June 30, 2016, there were 68,177 shares available for issuance under the Omnibus Plan. The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and non-employee directors, including stock options, performance shares, performance share units, restricted stock, restricted stock units and deferred stock units. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite three to four year service period of the awards, except deferred stock units, which are fully vested and expensed on the grant date. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management's expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. Equity Incentive Compensation Expense The total compensation expense recognized related to all equity incentive programs was $3.0 million and $8.2 million for the three and six months ended June 30, 2016, respectively, and $3.2 million and $5.9 million for the three and six months ended June 30, 2015, respectively, and was recorded in selling, general and administrative expenses in the condensed consolidated statements of operations. Total future compensation expense related to all equity incentive programs granted as of June 30, 2016, was estimated to be $20.5 million. Estimated future compensation expense is $6.5 million for 2016, $8.9 million for 2017, $4.5 million for 2018 and $0.6 million for 2019. Net tax benefit (expense) on equity award activity was an expense of $0.5 million and a benefit of $1.6 million during the six months ended June 30, 2016 and 2015, respectively. With the prospective adoption of the new accounting standard on share-based compensation, net tax benefit (expense) on equity award activity is included in net earnings (loss) in the operating activities section of the condensed consolidated statement of cash flows for the six months ended June 30, 2016. See Note 21, "New Accounting Pronouncements," for further discussion of the adoption of the new accounting standard related to share-based compensation and its impacts to the condensed consolidated financial statements. Net tax benefit (expense) on equity award activity is shown as tax benefit on equity award activity in the financing activities section of the condensed consolidated statement of cash flows for the six months ended June 30, 2015. Stock Options Options vest over four years, with no vesting in the first year and one-third vesting upon the second, third and fourth anniversary dates. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Options expire no later than the tenth anniversary of the grant date, 24 months after termination for death, 36 months after termination for normal retirement or disability and 90 days after termination of employment for any other reason. Options are not credited with dividend declarations, except for the November 18, 2011 grants. Stock options are only to be granted to employees. There were no stock options granted during the three and six months ended June 30, 2016 and 2015. There was no compensation expense recognized related to stock options for the three and six months ended June 30, 2016. There was no compensation expense recognized related to stock options for the three months ended June 30, 2015, and $0.1 million recognized for the six months ended June 30, 2015. There is no future compensation expense for stock options as of June 30, 2016. The following table is a summary of the stock option activity for the six months ended June 30, 2016:
| Shares Under Option |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value (millions)
Outstanding at December 31, 2015 | 3,290,336 |  |  | $ | 21.37 |  |  | 3.6 |  | $ | — |
Granted | — |  |  | — |  |  |  |  |  |
Exercised | (130,424 | ) |  | 13.96 |  |  |  |  |  |
Canceled/forfeited/expired | (21,485 | ) |  | 26.54 |  |  |  |  |  |
Outstanding and exercisable at June 30, 2016 | 3,138,427 |  |  | $ | 21.64 |  |  | 3.0 |  | $ | 13.4 |
The intrinsic value of options outstanding and exercisable at June 30, 2016, and December 31, 2015, was based on the fair value of the stock price. All outstanding options were vested as of June 30, 2016. The following table is a summary of the stock option exercises and vesting activity for the three and six months ended June 30, 2016 and 2015:
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2016 |  | 2015 |  | 2016 |  | 2015
Total intrinsic value of stock options exercised | $ | 0.8 |  |  | $ | 0.4 |  |  | $ | 0.8 |  |  | $ | 1.3 |
Cash received from stock option exercises | 1.7 |  |  | 0.9 |  |  | 1.7 |  |  | 2.2 |
Total grant date fair value of stock options vested | — |  |  | — |  |  | 0.3 |  |  | 1.8 |
Performance Share and Performance Share Units Performance share ("PS") and performance share unit ("PSU") awards consist of shares or the rights to shares of the Company's class A common stock which are awarded to employees of the Company. There were no PS or PSU awards granted during the three and six months ended June 30, 2016 and 2015. Shares awarded in 2013 had a performance period of three years that ended December 31, 2015. The Company did not achieve the established performance targets for the performance period ended December 31, 2015; therefore, the PS and PSU awards were canceled. Compensation expense for awards granted was recognized based on a best estimate of the anticipated payout, net of estimated forfeitures. There was no compensation expense recognized related to PS and PSUs for the three and six months ended June 30, 2016. Compensation expense (income) recognized related to PS and PSUs was income of $0.3 million for the three months ended June 30, 2015, and expense of $0.2 million for the six months ended June 30, 2015. There is no future compensation expense for PS and PSUs as of June 30, 2016. Restricted Stock and Restricted Stock Units Restricted stock ("RS") and restricted stock unit ("RSU") awards consist of shares or the rights to shares of the Company's class A common stock which are awarded to employees of the Company. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the employee. RSU awards are typically granted to eligible employees outside of the United States. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Grantees receiving RS grants are able to exercise full voting rights and receive full credit for dividends during the vesting period. All such dividends will be paid to the RS grantee within 45 days of full vesting. Grantees receiving RSUs are not entitled to vote, but do earn dividends. Upon vesting, RSUs will be settled either through cash payment equal to the fair market value of the RSUs on the vesting date or through issuance of the Company's class A common stock. The following table is a summary of RS and RSU award activity for the six months ended June 30, 2016:
| Restricted Stock |  | Restricted Stock Units
| Shares |  | Weighted- Average Grant Date Fair Value Per Share |  | Weighted- Average Remaining Contractual Term (years) |  | Units |  | Weighted- Average Grant Date Fair Value Per Share |  | Weighted- Average Remaining Contractual Term (years)
Nonvested at December 31, 2015 | 1,549,624 |  |  | $ | 22.56 |  |  | 1.3 |  | 97,746 |  |  | $ | 16.58 |  |  | 1.7
Granted | 1,311,592 |  |  | 9.38 |  |  |  |  | 167,500 |  |  | 9.30 |  |  |
Vested | (331,979 | ) |  | 20.39 |  |  |  |  | (14,554 | ) |  | 20.51 |  |  |
Forfeited | (32,990 | ) |  | 23.01 |  |  |  |  | (13,722 | ) |  | 18.19 |  |  |
Nonvested at June 30, 2016 | 2,496,247 |  |  | $ | 15.92 |  |  | 1.9 |  | 236,970 |  |  | $ | 11.10 |  |  | 2.3
During the three months ended June 30, 2016, RS awards of 31,592 shares were granted at a weighted average grant date fair value of $12.69. There were no RSU awards granted during the three months ended June 30, 2016. During the six months ended June 30, 2016, RS awards of 1,311,592 shares and RSU awards of 167,500 units were granted at a weighted-average grant date fair value of $9.38 and $9.30, respectively. During the three and six months ended June 30, 2015, RS awards of 588,456 shares and RSU awards of 70,445 units were granted at a weighted-average grant date fair value of $23.10 and $23.11, respectively. In general, RS and RSU awards will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed by the Company until the vesting date. Compensation expense recognized for RS and RSUs was $3.0 million and $7.4 million for the three and six months ended June 30, 2016, respectively, and $2.7 million and $4.8 million for the three and six months ended June 30, 2015, respectively. Total future compensation expense for all RS and RSUs granted as of June 30, 2016, is approximately $20.5 million. Estimated future compensation expense is $6.5 million for 2016, $8.9 million for 2017, $4.5 million for 2018 and $0.6 million for 2019. Deferred Stock Units Deferred stock units ("DSU") are awards of rights to shares of the Company's class A common stock and are awarded to non-employee directors of the Company. The following table is a summary of DSU award activity for the six months ended June 30, 2016:
| Deferred Stock Units
| Units |  | Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2015 | 156,807 |  |  | $ | 20.51 |
Granted | 78,750 |  |  | 9.30 |
Dividend equivalents granted | 8,174 |  |  | 16.58 |
Settled | — |  |  | — |
Forfeited | — |  |  | — |
Outstanding at June 30, 2016 | 243,731 |  |  | $ | 16.76 |
There were no DSU awards granted during the three months ended June 30, 2016. DSU awards of 78,750 units were granted at a weighted-average grant date fair value of $9.30 during the six months ended June 30, 2016. During the three and six months ended June 30, 2015, DSU awards of 34,139 units were granted at a weighted-average grant date fair value of $23.11. Each DSU award entitles the grantee to receive one share of class A common stock upon the earlier of the separation date of the grantee or the second anniversary of the grant date, but could be subject to acceleration for a change in control, death or disability as defined in the individual DSU grant agreement. Grantees of DSU awards may not exercise voting rights, but are credited with dividend equivalents, and those dividend equivalents will be converted into additional DSU awards based on the closing price of the class A common stock. Dividend equivalents granted were 3,244 and 8,174 units during the three and six months ended June 30, 2016, respectively, and 2,303 and 3,730 units during the three and six months ended June 30, 2015, respectively. There was no compensation expense recorded for DSUs during the three months ended June 30, 2016, and $0.8 million of compensation expense was recorded for DSUs during the six months ended June 30, 2016. Compensation expense recorded for DSUs was $0.8 million during the three and six months ended June 30, 2015. As DSU awards are fully vested on the grant date, all compensation expense was recognized at the date of grant. Other information Authorized unissued shares or treasury shares may be used for issuance under the Company's equity incentive programs. The Company intends to use treasury shares of its class A common stock to meet the stock requirements of its awards in the future.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51659978&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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