Bank of America Merrill Lynch Leveraged Finance Conference December 3, 2015

Transcription

1 RR R.R. Donnelley & Sons Company Bank of America Merrill Lynch Leveraged Finance Conference December 3, 2015

2 Safe Harbor & Non GAAP Use of Forward Looking Statements This presentation contains "forward looking statements" as defined in the U.S. Private Securities Litigation Reform Act of Readers are cautioned not to place undue reliance on these forward looking statements and any such forward looking statements are qualified in their entirety by reference to the following cautionary statements. All forward looking statements speak only as of the date of this presentation and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward looking statements. The company does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward looking statements that may be made to reflect future events or circumstances afterthe the date of such statementor to reflect the occurrence of anticipated or unanticipated events. The factors that could cause material differences in the expected results of RR Donnelley include, without limitation, the following: the volatility and disruption of the capital and credit markets, and adverse changes in the global economy; successful execution and integration of acquisitions; successful negotiation of future acquisitions; and our ability to integrate operations successfully and achieve enhanced earnings or effect cost savings; the ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, system integration and other key strategies; the ability to divest non core businesses; future growth rates in our core businesses; competitive pressures in all markets in which we operate; our ability to access unsecured debt in the capital markets and the participants ability to perform to our contractual lending and insurance agreements; factors that affect customer demand, including changes in postal rates and postal regulations, changesin the capital markets, changesin advertising markets, the rate of migration from paper basedforms to digital formats, customers budgetary constraints, and customers changes in short range and long range plans; the ability to gain customer acceptance of our new products and technologies; the ability to secure and defend intellectual property rights and, when appropriate, license required technology; customer expectations and financial strength; performance issues with key suppliers; changes in the availability or costs of key materials (such as ink, paper and fuel) or in prices received for the sale of by products; changes in ratings of our debt securities, as a result of financial community and rating agency perceptions of our business, operations and financial condition and the industry in which we operate; the ability to generate cash flow or obtain financing to fund growth; the effect of inflation, changes in currency exchange rates and changes in interest rates; the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, environmental compliance (including the emission of greenhouse gases and other air pollution controls), health and welfare benefits, price controls and other regulatory matters and the cost, which could be substantial, of complying with these laws and regulations; contingencies related to actual or alleged environmental contamination; the retention of existing, and continued attraction of additional, customers and key employees; the effect of a material breach of security of any of our systems; the effect of labor disruptions or labor shortages; the effect of economic and political conditions on a regional, national or international basis; the effect of economic weakness and constrained advertising; uncertainty about future economic conditions; the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere; the possibility of a regional or global health pandemic outbreak; adverse outcomes of pending and threatened litigation; our ability to complete the spin offs of our financial communications services business and our publishing and retail centric conventional print services business; our ability to realize the benefits of the spin offs, including the tax free nature of the transaction and other risks and uncertainties detailed from time to time in our filings with the SEC, including under Risk Factors in our Annual Report on Form 10 K K. Readers are strongly encouragedto read the full cautionary statementscontained in RR Donnelley's filings with the SEC. Non GAAP Financial Information The company believes that certain non GAAP measures, when presented in conjunction with comparable GAAP measures, are useful because that information is an appropriate measure for evaluating the company s operating performance. Internally, the company uses this non GAAP information as an indicator of business performance, and evaluates management s effectiveness with specific reference to these indicators. These measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation of GAAP net earnings to non GAAP net earnings and further descriptions are presented in the tables attached to our Earnings Releases, which are available in the investors section of our website, rrdonnelley.com. Also available in the investors section of our website, rrdonnelley.com, is a description of additional non GAAP financial measures referred to in this presentation. 2

3 RR Donnelley is a Leading Global Provider of Communication Services NASDAQ: RRD Description 1 Global provider of communication services Approximately 68,000 employees (2014) The Company leases or owns 504 facilities worldwide: 355 in the U.S. and 149 internationally Over 60,000 customers Customers 2 10 customers with revenue > $100 million (2014 revenue) 170 customers with revenue > $10 million (2014 revenue) 969 customers with revenue > $1 million (2014 revenue) Serve 100% of Fortune 100, 98% of the Fortune 500, and 95% of the Fortune 1000 (2013) Sales / Adjusted EBITDA 3 / Margin (in $ billions) % 15% 10% 5% 0% Revenue Adj EBITDA Adj EBITDA Margin Organic growth opportunities with Fortune 1000 companies 1. Source: Form 10K filed on February 25, 2015 for the fiscal year ended December 31, Source: RRD Management 3. Adjusted EBITDA is defined as income (loss) from continuing operations adjusted for restructurings and impairments, acquisition related expenses and depreciation and amortization. 3

4 Business Generates Substantial Cash Flow Current RRD Metrics (Stock Price and Market Cap as of 11/30/15; Stock Price $16.09 Market Cap $3.4B net debt and LTM EBITDA as of 09/30/15) Enterprise Value $6.8B EV/EBITDA (LTM) 5.5x $1,600 $1,400 1,426 in $ millions $1,200 $1,000 $800 $ ,182 1, , $ $200 $ G Cash Flow from Continuing Ops (CFCO) CFCO Capex cash flow includes benefits related to the decline in value and reorganization of certain entities within the International segment, reductions in working capital and the impact of no bonus payments in The aggregate impact of these items is approximately $685 million is midpoint of guidance; assumes $225 million of capex and $450 million of free cash flow (midpoint of free cash flow guidance range of $ million). 4

5 Diversified Revenue Sources 2000 Total Revenue: $5.2 billion¹ 2014 Pro Forma 2 Total Revenue: $11.8 billion Publishing & Retail Services, 22% International 12% Mag, Cat, Ret, 14% Books, 7% Directories, 1% Variable Print, 33% Comm'l & Dig. Print, 14% Direct Mail, 5% Office Products, 5% Labels, 4% Statement Printing, 3% Forms, 2% Strategic Services, 23% Logistics, 10% Financial, 9% Variable Print 4% Sourcing, 2% Digital & Creative Sol., 2% Publishing & Retail Services, 70% Strategic Services, 20% Mag Cat, Mag, Cat Ret, Ret 39% L i ti 6% Logistics, Books, 15% Financial, 12% Directories, 16% Digital & Creative Sol., 2% Variable Print, 4% Direct Mail, 4% International, 6% International, 6% International, 22% Asia, 6% BPO, 4% Latin America, 4% Europe, 3% Global Turnkey Sol., 3% Canada, 2% Excludes approximately $365 million in revenue generated by CTC, a package logistics business sold in Pro forma for acquisitions of Consolidated Graphics, MultiCorpora and Esselte North America; excludes impact of the Courier acquisition. 5

6 Summary Outlook: Projections Assumes benign operating/economic environment Publishing & Retail Services 1 Variable Print Strategic Services International Annual Organic Revenue Growth -7.0% 70%to -2.0% 20% -5.0% 50%toFlat +1% to +7% +1% to +3% Adjusted EBITDA Margin 9.5% to 12.0% 11.5% to 13.5% 12.0% to 14.0% 9.0% to 11.0% Capex (% of Revenue) 1.5% to 2.2% 2.5% to 3.5% 1.3% to 1.5% 1.5% to 2.0% Midpoints of the ranges above yield the following 5-year consolidated expectations: Organic Revenue Growth: approximately flat Adjusted EBITDA Margin 2 : range of 10.5% to 11.0% Capex (% of Revenue): approximately 2.0% to 2.25% Annual free cash flow 3 : in the range of $400 to $500 million Combination of these expectations ti and the Company s financial i policy are expected to result in consistent deleveraging through Expect modest declines in Publishing & Retail Services Adjusted EBITDA margin from 2013 to Corporate expenses expected to be approximately flat, excluding any changes in pension expense 3. Free cash flow defined as operating cash flow less capital expenditures 6

7 Liquidity and Debt Maturity Profile Liquidity Profile (in $mm) at 09/30/15 Total Liquidity September 30, 2015 Cash $ Committed Credit Facility ("Facility") 1,179.6 Usage Borrowings under Facility 1, Impact related to outstanding LC s -- Net Available Liquidity $ 1,211.9 $800 Debt Maturity Profile (in $mm) as of September 30, 2015 $600 $400 $200 $0 3 $530 2 $411 $400 $400 $350 $ $225 $251 $250 $239 $449 $269 $219 $69 $172 $200 $ Short term and current portion of long term debt $460.2 Long term debt $3,216.1 Total debt $3,676.3 Interest Rate 2.00% 8.60% 6.13% 7.25% 10.14% 7.63% 8.03% 7.00% 6.50% 6.00% 7.19% 1. The Company has a $1.5 billion senior secured revolving credit agreement (the "Credit Agreement") which expires September 9, 2019; $225 million was drawn on facility as of 09/30/ The $172 million of 2019 notes are subject to coupon step ups based on debt ratings and carry an interest trate of 12.75%. The $239 million of 2019 notes have an 8.25% fixed rate; $190 million of this issuance is swapped to a floating rate of LIBOR plus a basis point spread. The 10.14% interest rate shown above is the blended fixed rate of the two maturities. 3. The $449 million of 2021 notes have a 7.875% fixed rate. The $81 million of 2021 notes have an 8.875% fixed rate. The 8.03% interest rate shown above is the blended fixed rate of the two maturities. 4. The $200 million of 2029 notes have a 6.625% fixed rate. The $69 million of 2031 notes have an 8.820% fixed rate. The 7.19% interest rate shown above is the blended fixed rate of the two maturities. 7

8 2015 Guidance Fourth quarter 2015 Revenue in the range of $2.9 to $3.0 billion Non GAAP adjusted EBITDA in the range of $325 to $330 million Depreciation and amortization in the range of $115 to $120 million Interest expense in the range of $65 to $70 million Non GAAP effective tax rate in the range of 34% to 35% Fully diluted dl dshare base of approximately 211 million shares Full year 2015 Free cash flow in the range of $400 to $500 million 1 Capex of approximately $225 million Continue to target a gross leverage 2 in the range of 2.25x to 2.75x on a long term, sustainable basis 1. Free cash flow defined as operating cash flow less capex 2. Gross leverage defined as total debt / LTM Pro Forma Adj. EBITDA. 8

9 A Transformative Separation The Next Phase of Our Strategic Evolution Separating our current business segments into three publicly traded industry leaders: Customized Multi Channel Communications Management Company (CMCo) Financial Communications Services Company (FinancialCo) Publishing and Retail Centric Print Services Company (PRSCo) Successful execution of strategy paved the way For over 10 years RRD has strategically developed a diverse portfolio and business mix with significant scale and a goal of successfully evolving with transformative market shifts Unlocking shareholder value by creating three industry leading companies that can capitalize on unique industry trends and opportunities Increased management focus to pursue tailored business strategies Increased organic growth opportunities Flexibility to optimize capital structures and capital allocation to drive appropriate investment policy Valuations more accurately reflect distinctive business characteristics Clear Opportunity to Enhance Shareholder Value by Creating Three Distinct RRD Businesses That Will Each Be An Industry Leader 9

10 RRD has been on a Purposeful Path of Strategic Evolution Pre 2000s Today and beyond to a full line printing services provider to a leading provider of multi channel communication services Evolved from a printer Print and Ship Data Acquisition Content Management Print & Deliver Data Analytics Content Optimization Multi channel Marketing Portfolio Transformation to Become More Service Oriented and Focused on Value Add Products 10

11 Unique Industry Dynamics are Creating Different Paths to Success for Key RRD Businesses Customized Multi Channel Communications Management Product Promotion & Logistics Variable Print Financial Publishing, Retail and Office Products Direct Mail Packaging & Related Products Commercial and Digital Print Financial print Magazines, Catalogs, and Retail Inserts Global Turnkey Solutions Statements Books Logistics Services Business Process Outsourcing Digital and Creative Solutions Labels Forms Financial Print Related Services Directories Office Products CMCo FinancialCo PRSCo Strate egy for Succes ss Expand offerings to existing clients Investment in Cost optimization & Differentiated approach by vertical technology/workflow efficient capacity Invest in new capabilities Focus on content utilization collaboration & data Industry consolidation Focus on further developing industry leading analytics & alliances customized multi channel communications offerings Quickly adapt to Leverage scope of Capitalize on broad brand permission for potential changing regulatory print related related future product offerings requirements capabilities 11

12 With Significant Differences in Financial & Operating Profiles Distinct Businesses With Scale Within RRD Portfolio Today Logistics Canada LatAm (ex. Mexico) Global Business Process Outsourcing Sourcing 2% 2% Digital Solutions 3% 11% Financial ($1.0 bn) 2% 2% 9% Catalog, Magazine, Retail 13% 7% Publishing & Retail Centric ($3.5 bn) 1% 5% 3% 1% Book Directory Office Products Europe Long Term Outlook by Current Reporting Segment Strategic Services Org. Growth Outlook +1% to + 7% International Org. Growth Outlook +1% to +3% Variable Print Turnkey Mexico Org. Growth Outlook 4% 5% to Flat Multi Channel Comm. Mgmt ($7.0bn) Asia 6% 2% 3% Forms Business Communication Services 4% Labels 4% Direct Mail 15% Commercial and Digital Print Publishing & Retail Services Variable Print Strategic Services International Publishing & Retail Services Org. Growth Outlook 7% to 2% Note: Percentages and revenue numbers based on LTM Revenues as of June

13 Creates Three Industry Leading Companies Customized Multi Channel Communications Management Financial Communications Services Publishing and Retail Centric Print Services Revenue Mix Int l 28.9% Variable Print 47.2% Int l 34.7% 15.7% Capital Markets 49.6% Office Products Directory Mexico Europe 97% 9.7% 2.7% 16.1% 4.0% Catalog, Magazine, Retail 43.6% LTM June 15 Net Sales Org. CAGR EBITDA Margin Capital Intensity Projected Gross Leverage Desc cription 23.9% Strategic Services (incl Logistics) Investment Management Book $7.0 bn $1.0 bn $3.5 bn 2.6% 1.4% (3.1%) High Single Digits High Teens Low 20 s Low Double Digits Low to Medium (Asset Light Logistics) Asset Light Low Incremental Similar to current leverage 3.25x to 3.75x 2.0x to 2.5x Creates, manages and executes customer specific and branded communications strategies Oversees logistics, supply chain management & workflow solutions Manages related analytics and digital services Provides data management and analytics solutions to the corporate filing and global financial community One stop shop for content creation, collaboration, management, and distribution 23.8% Produces and distributes periodicals, catalogs, inserts, books, office products and directories Unmatched scope of print related related capabilities Serves publishers, merchandisers and retailers globally 13

14 Transaction Details Intended to take the form of a tax free spin off of FinancialCo and PRSCo Targeted completion of October 2016, subject to customary conditions, including obtaining rulings from the IRS and/or tax opinions, execution of inter company agreements and final approval by the Company s Board of Directors It is expected that the currently outstanding RRD notes will remain at CMCo and that CMCo will receive certain cash proceeds in connection with the capitalization of each of PRSCo and FinancialCo Expect PRSCo s leverage to be in the range of 2.0x to 2.5x, raising debt in the range of $700 million to $1 billion Expect FinancialCo s leverage to be in the range of 3.25x to 3.75x, raising debt in the range of $650 million to $750 million Expect tcmc CMCo s leverage to be similar il to RRD s current leverage (3.1x as of 9/30/15) RR Donnelley management intends to continue to recommend to the Board of Directors a quarterly dividend consistent with its current level until the completion of the transaction; each company will then determine its appropriate capital allocation policy All three companies will be capitalized with strong balance sheets Initial Form 10 filings expected late in the first quarter of 2016 Creating three leading, independent public companies positioned to increase long term shareholder value 14