LSC COMMUNICATIONS
Investor Presentation
February, 20 18
LSC COMMUNICATIONS Investor Presentation February, 20 18 SAFE - - PowerPoint PPT Presentation
LSC COMMUNICATIONS Investor Presentation February, 20 18 SAFE HARBOR LSC Communications Cautionary Statement Regarding Forward-Looking Statements This presentation includes certain "forward-looking statements" within the meaning of,
LSC COMMUNICATIONS
Investor Presentation
February, 20 18
2 | LSC COMMUNICATIONS
LSC Communications Cautionary Statement Regarding Forward-Looking Statements
This presentation includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of LSC Communications and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about LSC Communications management’s beliefs and expectations, are forward-looking statements. Words such as "believes," "anticipates," "estimates," "expects," "intends," "aims," "potential," "will," "would," "could," "considered," "likely," "estimate" and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While LSC Communications believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond LSC Communications’ control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from LSC Communications’ current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in LSC Communications’ Form 10-K filed on February 22, 2018 and LSC Communications’ periodic filings with the SEC. LSC Communications 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 after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
3 | LSC COMMUNICATIONS
This presentation contains certain non-GAAP measures. The Company believes that these non-GAAP measures, such as non-GAAP adjusted EBITDA and free cash flow, when presented in conjunction with comparable GAAP measures, provide useful information about the Company’s operating results and liquidity and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its
Company’s core business operating results over different periods of time. The Company believes that non-GAAP adjusted EBITDA, non-GAAP net income and free cash flow, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provides useful information about the Company’s business without regard to potential distortions. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization methods, historic cost and age of assets, financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges and gain or loss on certain equity investments and asset sales, the Company believes that non-GAAP adjusted EBITDA and non-GAAP net income can provide useful additional basis for comparing the current performance of the underlying operations being
understanding the Company’s ability to generate cash after capital investment and provides a comparison to peers with differing capital intensity.
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+ Business Overview + Investment Highlights + Financial Overview + Appendix
5 | LSC COMMUNICATIONS
LSC AT A GLANCE
Global leader in traditional and digital print, print-related services and office products
Serves the needs of publishers, merchandisers and retailers
Service offering includes supply chain management, mail and distribution services, and e-book formatting
Serves over 3,000 customers
Strategically located operations with 54 production and manufacturing facilities in the U.S., Europe and Mexico
25 acquisitions completed since 2004
$3.60BN of revenues with $328MM of EBITDA(1) in 2017
EXTENSIVE PRODUCTS & SERVICE CAPABILITIES GLOBAL PLATFORM WITH SIGNIFICANT SCALE
$3.6BN
2017 Sales
UNITED STATES MEXICO POLAND
45
Production Facilities in the U.S.
9
International Manufacturing Facilities
~19 million
Square Feet of Owned Facility Space
Print Locations Office Products Locations Office Products Print
Books 28% Magazines, catalogs & retail inserts 48% Europe 7% Directories 3% Office Products 14%
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LSC IS UNIQUELY POSITIONED WITH A CLEAR STRATEGY FOR DELIVERING SIGNIFICANT VALUE TO ITS SHAREHOLDERS IN A DYNAMIC MARKET ENVIRONMENT
Leverage Scale Disciplined M&A Improve Operational Efficiency New Revenue Streams Grow Select Existing Revenue Streams
Value Creation
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+ Print segment (86% of total revenues) produces magazines, catalogs, retail inserts, books and directories and provides print-related services + Largest producer of books in the U.S. + One of the largest producers of catalogs, magazines and retail inserts in North America + Offers a wide range of products and services to customers:
education, trade, religious and testing sectors using a combination of
inventory
magazines & retail inserts to customers’ specifications using either
press finishing, saddle-stitch binding or patent binding
that support local and small business advertising
+ Supply chain management offering includes procurement, warehousing, distribution, and inventory management for book publishers + Mail services offering includes list processing and mail sortation services that optimize postal costs for magazine and catalog customers + Other offerings include e-book formatting and distribution services
SEGMENT SNAPSHOT NET SALES ($MM)
$1,807 $1,632 $1,730 $925 $1,097 $1,022 $305 $272 $247
$144 $126 $109
$3,181 $3,127 $3,108 2015 2016 2017
Magazines, Catalogs & Retail Inserts Books Europe Directories
SELECT CUSTOMERS
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THEMES LSC’S ADVANTAGE Highly Competitive Environment + Despite recent consolidation, this highly
price-competitive segment continues to remain fragmented
+ LSC continues to be one of the largest players
in its segments and an active consolidator in the industry with 25 acquisitions since 2004
Excess Industry Capacity + Despite a slight uptick in 2016, the overall industry’s
capacity utilization remains low at 68%(1)
+ Experienced management team with proven
strategy for identifying plant rationalization
Customers’ Focus
+ Expectation for continued pricing pressure as
customers focus on total cost – including not only price, but materials and distribution costs
+ LSC’s scale and services offerings allow its
customers to benefit from postal and supply chain efficiencies lowering their overall total costs
1. Printing & Support capacity utilization per Federal Reserve as of January 17, 2018.
+ e-book adoption rates are stabilizing and LSC
has benefited from growing industry-wide print book volume in recent years
+ Service offerings represents significant growth
potential for LSC
+ Continued investments in digital print
technology and focus on innovation initiatives help offset declines
Technological Changes / Volume Pressures + Changes in technology including electronic
substitution and migration of paper based documents to digital data formats remain threats to the traditional print industry
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+ Office Products segment (14% of total revenues), produces a wide range of branded and private label products in five core categories: filing products, note-taking products, binder products, forms and envelopes + Customers include office superstores, office supply wholesalers, independent contract stationers, mass merchandisers and retailers and e-commerce resellers + Expanded offering with the acquisition of Quality Park in 2017 and Ampad, Oxford and Pendaflex brands through the acquisition of Esselte’s North American operations in 2014
Product placement at 8 of the top 10 retailers Services 4 of the top 10 eCommerce retailers Top 5 supplies-vendor at both of the office supply superstores
SEGMENT SNAPSHOT NET SALES ($MM) SELECT CUSTOMERS
$562 $527 $495 2015 2016 2017
KEY BRANDS & OFFERINGS
Filing Products Envelopes Note-taking Products Binder Products Forms Private Label Private Label Private Label Private Label Private Label
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THEMES LSC’S ADVANTAGE Increasing Prevalence of Private Label
+ As consumer preferences shift towards private label,
resellers have increased the pressure on suppliers to better differentiate often through product innovation, further improvement of private label products, and providing low cost solutions to end users
+ A majority of LSC's business is currently in private
label products, and management has strategically positioned product mix to take advantage of this trend while also consistently innovating our products to meet customer needs
Technological Advances Impact on Overall Demand
+ Information technology integration and continued
penetration of digital forms and documents has reduced the usage of many paper-based products
+ LSC's management team has a proven track
record of consistently matching costs to demand trends
Fragmented Retailer Market
+ The global market is fragmented with the presence of
many global and local players, and the two major retailers represent only a fraction of total industry revenues
+ LSC has a wide variety of nationally recognized
brands and strategic relationships with major office product wholesalers to effectively serve small and mid-size independent retailers
Shift to Online Channel / E- Commerce
+ Momentum in e-commerce expected to continue with
both consumers and businesses shifting their buying from traditional office products retailers to e-commerce
+ LSC’s market-leading brands are well-positioned to
capture growth in the e-commerce channel through its existing direct to e-commerce retailer and direct- to-consumer strategies
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$4.1 $3.1 QUAD LSC
Largest Players by Revenues in Core LSC Markets(1)
$ in billions
Source: IBISWorld, “Printing in the US”, June 2017. Company filings. 1. Represents latest fiscal year reported revenue. Sales reflect revenues from the entirety of Quad Graphics and LSC Communications’ Print segment.
U.S. Print Industry Revenues MARKET TRENDS LSC ADVANTAGE
Excess Industry Capacity Experienced Team Managing Facility Closures across US, Mexico and Europe Highly Competitive Environment Industry Consolidator with Strong M&A Track Record Customers’ Focus on Total Cost Scale Enables Postal & Supply Chain Efficiencies for Customers Technological Changes / Volume Pressures Exposure to Growing Book Segment, Services Offering and Industry Leading Digital Print Platform to Help Offset Tech-driven Declines LSC’s Core & Related Target Markets are Significant Highly Fragmented Core Market
Top 2 Players Represent Only a Fraction of the Core Market
$77 Billion Total
IN A HIGHLY FRAGMENTED PRINT INDUSTRY, ONLY A SMALL NUMBER OF PLAYERS HAVE THE SCALE TO EFFECTIVELY ADDRESS A CHANGING MARKET ENVIRONMENT
LSC Core Related Unrelated
Next largest company has less than $0.5BN in revenue
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2006 2011 2017 Illustrative Cost Breakdown for Catalogers and Magazine Publishing Customers Postal Savings Based on Sortation Level(2) Postage ~50% Print & Print Materials ~50% LSC’s Growing Co-services Business(3)
+ Continuing investments to grow capability and capacity in co-mail services to support future growth + Continued enhancement of mail-list optimization software + Investments in materials and distribution to enable customer efficiencies
24% 43% - 47% 57% 63%
5 Digit Carrier Route High Density Saturation
Sortation Level Significant opportunity for savings through co-mail
(1)
LSC’S SCALE ENABLES ITS CO-MAIL SERVICES WHICH COMBINES THE DISTRIBUTION OF PRINTED PUBLICATIONS IN AN EFFICIENT MANNER TO PROVIDE POSTAL SAVINGS
Source: United States Postal Service. 1. Includes costs for paper, print & bind, and pre-media. 2. Cumulative savings versus piece rate cost for 3-Digit/SCF level. Based on postal rates for barcoded machinable flats for periodicals outside county. 3. Represents LSC’s co-mail and co-bind units
LSC MAKES CONTINUED INVESTMENTS TO LOWER TOTAL COSTS TO CUSTOMERS
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+ 4.1 million square ft. of warehouses + Full service offering includes: High volume storage Returns Kitting
Vendor Management Materials Manufacturing Book Fulfillment Services Order-to- Cash Logistics
ALLOWS US TO PROVIDE UNIQUE SOLUTIONS THAT MORE NARROW COMPETITORS CANNOT EASILY DUPLICATE
+ Largest U.S. digital print platform for printing books + ~13 billion pages of capacity(1) + Growing platform for quick-turn production + Platform for short-run markets (self- publishing) + 95 offset printing presses + 80 binding lines + 15 sheet-fed presses + Extensive component, finishing, packaging, and logistics capabilities
1. Calculated using expected go-forward annual digital print capacity after 2017 investment in HP Digital Production Technology.
BOOK EXAMPLE: END-TO-END PRINT & SUPPLY CHAIN SERVICES
SERVICE OFFERING SCALE TRADITIONAL BOOK PRODUCTION SCALE WAREHOUSING & FULFILLMENT
Significant savings on paper and procurement costs Cash flow improvements Quicker fulfillment rates to customers Increase in titles available for sale Reduce total payroll costs Fewer “out-of-stock” products Less inventory obsolescence Reduction in warehouse space
CLIENT BENEFITS DIGITAL PRINT PLATFORM
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BOOKS SECURITY & AUTHENTICATION SERVICES LSC has developed technologies for book publishers to allow for:
DESPITE CONTRIBUTING TO A MINIMAL PERCENTAGE OF REVENUES TODAY, LSC’S INNOVATION EFFORTS REPRESENT SIGNIFICANT UPSIDE OPPORTUNITY WITH POTENTIAL FOR STRONG GROWTH AND A HIGH MARGIN REVENUE STREAM
LSC’S INNOVATION FOCUS BOOK ANTI-PIRACY EXAMPLE
Reputation as an industry leader for quality and innovation Work to develop advanced technologies and solutions to enhance efficiencies, reduce time-to-market and deliver the best to our customers Focus on recognizing customer needs and responding quickly
“Piracy…is a serious issue for publishers. Book piracy, whether in print or digital form, is costing publishers around the world billions of dollars annually…”
Counterfeit Detection Return Validation Supply Chain Visibility End User Registration Textbook Rental Programs Increased Sales of Additional Products & Services
LSC launches SIMS (Secure
Identity Management System)
New technologies to protect
clients’ IP
“Know Your Customer”
applications could have significant market potential
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product segments
EUR
Product placement at 8 of the top 10
retailers
Services 4 of the top 10 eCommerce
retailers
55+ years 30+ years 50+ years 55+ years 50+ years 20+ years 80+ years 80+ years 35+ years 25+ years 80+ years 25+ years 15+ years
PRINT OFFICE PRODUCTS SELECT CUSTOMERS
35+ years
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Private / Family-owned Sub-scale Niche customer bases Regional players Unique capabilities Innovative solutions
Top 400 Largest Printing Companies by 2017E Revenue(1)
Source: Company Management. 1. Printing Impressions, “Printing Impressions 400,” December 2017. 2. Includes companies with primary specialties in book manufacturing, catalogs, directories, inserts and/or publications and periodicals.
WE HAVE A PROVEN ABILITY TO STRATEGICALLY ACQUIRE, INTEGRATE AND RATIONALIZE QUICKLY AND OUR FUTURE TARGET UNIVERSE REMAINS ROBUST IN A FRAGMENTED MARKET SIGNIFICANT TARGET MARKET THAT FITS CRITERIA M&A CRITERIA TARGET CHARACTERISTICS
Over 105 companies in relevant target sectors with more than $25MM in annual revenues
Companies in Relevant Target Segments(2) 53% >$25MM+ 52%
Breakdown by Revenue Size
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20 | LSC COMMUNICATIONS
Background Closing Date Financial Information Strategic Rationale + Printing solutions provider with capabilities including offset printing, prepress and distribution services for magazines + September 7, 2017 + Purchase Price: $70 million + Approximate Annual Sales: $170 million(1) + Enhances printing capabilities + Strengthens presence in short-run magazines platform + Significant synergy opportunities + Offset and digital printing company with capabilities such as full-color web and sheetfed printing and integrated digital solutions + August 17, 2017 + Purchase Price: $78 million(2) + Approximate Annual Sales: $110 million(1) + Digital print assets provide manufacturing flexibility with top-line growth potential + New product offerings + Expands LSC’s manufacturing process to the west coast + Significant synergy opportunities + Leading producer of high quality envelopes, mailing supplies, and assorted packaging items + November 9, 2017 + Purchase Price: $41 million + Approximate Annual Sales: $110 million(1) + Enhanced product portfolio growing
Products customer accounts + Significant synergies opportunities
(1) Approximate 2017 annual sales represent expected sales for FY 2017. Note : Only sales after the closing date of each acquisition will be reflected in LSC’s results (2) The contingent consideration for Creel in the form of cash payments of up to $10 million is due to the sellers to the extent certain financial targets are achieved
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Background Closing Date Financial Information Strategic Rationale + Full service, printer-interdependent mailing logistics provider + July 28, 2017 + Purchase Price: $40 million(1) + Approximate Annual Sales: $50 million(2) + Co-mail assets bring additional capacity for growing service offering, adding volume and scale + Strong freight management capabilities to better serve customers, provides base for growth + Leading third-party logistics provider of distribution, consolidation, transportation management, and international freight forwarding services + November 29, 2017 + Purchase Price: $25 million + Approximate Annual Sales: $50 million(2) + Enables LSC to better provide a full service offering for magazine customers with newsstand distribution + Book reverse logistics business brings high-demand service offering to book supply chain
(1) $20 million of the purchase price was paid in cash; the remaining purchase price was paid with approximately 1.0 million shares of LKSD common stock (2) Approximate 2017 annual sales represent expected sales for FY 2017. Note : Only sales after the closing date of each acquisition will be reflected in LSC’s results
SUPPORTS CONTINUED DEVELOPMENT OF IN-HOUSE DISTRIBUTION MANAGEMENT CAPABILITIES FOR BOTH PRINT AND NON-PRINT MATERIALS
Rationalization Considerations:
Evaluation of new business wins and upcoming
RFPs
Utilize proven facility rationalization model to
understand annual P&L savings
Real estate value as an offset to restructuring cost Work to minimize customer disruption and need to
move large presses / binding lines
Impact on distribution timing and cost Time of year for potential closing 14 facilities rationalized over last 6 years
EXPERIENCED TEAM PROACTIVELY MANAGING FACILITY COSTS AND RATIONALIZATION PROCESS
LSC’S FACILITY RATIONALIZATION PROCESS COMMITMENT TO EFFICIENCY
Best-in-class Safety Metrics:
Injury rate 27% below the industry average 12 facilities with 1+ years/1million work hours
without a Days Away Case Continuous Productivity Improvement Initiatives
Plant overhead reviews resulting in identifiable cost
reductions across the company
Technological solutions identifying optimal ways to
load assets and reduce labor costs
Six Sigma methodologies leading to process
improvements focused on reducing inventory and
22 | LSC COMMUNICATIONS
cost management
flow conversion
leverage range of 1.75x to 2.25x
complement M&A strategy
authorization of up to $20 million of LSC common stock(2)
1. For LSC, dividend yield is calculated as the last quarter annualized dividend ($1.04) per share divided by the closing LKSD stock price as of February 21, 2018. 2. On February 15, 2018 The Board of Directors approved an initial share repurchase authorization of up to $20 million of common stock under which the Company may buy back LSC Communications’ shares at its discretion from February 15, 2018 through August 15, 2019.
DIVIDEND YIELD(1)
1.9%
S&P 500
CASH FLOW HIGHLIGHTS
7.5%
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Name / Position Years with RR Donnelley / LSC Years in Industry
Tom Quinlan President, Chief Executive Officer and Chairman of the Board of Directors
13+ years 26+ years
Drew Coxhead Chief Financial Officer
22+ years 22+ years
Sue Bettman Chief Administrative Officer and General Counsel
13+ years 13+ years
Kent Hansen Chief Accounting Officer and Controller
1+ years 1+ years
Richard Lane Chief Strategy and Supply Chain Officer
20+ years 28+ years
Dave Houck Chief Information Officer
11+ years 26+ years
Janet Halpin Senior Vice President, Treasurer & Investor Relations
9+ years 9+ years
Dave McCree President, Book and Directory
29+ years 29+ years
Dave Cardona Senior Vice President, Magazine Group
30+ years 30+ years
Jim Ellward President, Office Products
16+ years 16+ years
John Coyle President, Group Sales
13+ years 34+ years
LSC HAS AN EXPERIENCED MANAGEMENT TEAM WITH A PROVEN ABILITY TO EXECUTE OPERATIONALLY AND FINANCIALLY IN A DYNAMIC MARKET ENVIRONMENT
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NET SALES ($MM) NON-GAAP ADJ. EBITDA ($MM) CAPITAL EXPENDITURES ($MM) NON-GAAP FREE CASH FLOW ($MM)
$3,743 $3,654 $3,603 $3,800 - $3,900
$0 $1,000 $2,000 $3,000 $4,000 $5,000 2015 2016 2017 2018E
$398 $370 $328 $320 - $360
$0 $100 $200 $300 $400 $500 2015 2016 2017 2018E
% Reported Growth / (Decline) (2.4%) (1.4%) % Margin 10.6% 10.1% 8.2% – 9.5% $42 $48 $60 $65 - $75
$0 $20 $40 $60 $80 $100 2015 2016 2017 2018E
$233 $183 $145 $120 - $160
$0 $50 $100 $150 $200 $250 $300 2015 2016 2017 2018E
% of Sales 1.1% 1.7% % Conv.(2) 58.5% 49.5% 44.2% 1.3%
1. Full year guidance as of Q4 2017 Earnings Call on February 22, 2018 and is not being reaffirmed here. 2. Represents free cash flow as a percent of Non-GAAP Adj. EBITDA.
(2.9)% 9.1% 5.5% – 8.2% 1.7% - 2.0% 33% – 50%
(1) (1) (1) (1)
Note: Historical cash flows do not reflect interest payments, standalone costs and includes allocation of pension income. 2015 net sales included $184mm from the acquisition of Courier, representing net sales from close date of 6/8/2015 to 12/31/2015. See reconciliation of non-GAAP financials in appendix.
26 | LSC COMMUNICATIONS
DEBT AND LEVERAGE ($MM) as of 12/31/2017 TOTAL LIQUIDITY ($MM) as of 12/31/2017
Capitalization Cash & Cash Equivalents $34 Term Loan Facility due Sept. 2022 $306 8.75% Senior Secured Notes due Oct. 2023 450 Borrowings under Revolving Credit Facility 75 Capital Lease Obligations 3 Unamortized Debt Issuance Costs (12) Total Debt $822 Less: Current Portion (123) Total Long-Term Debt 699 Net Debt $788 Q4 2017 LTM Adj. EBITDA $328 Gross Leverage Ratio (1) 2.51x Total Liquidity Cash $34 Stated Amount of Revolving Credit Facility $400 Less: Availability Reduction from Covenants
$400 Usage Borrowings Under the Credit Agreement 75 Impact on Availability Related to Outstanding LoC 53 Net Available Liquidity $306
PENSION PLANS ($MM) as of 12/31/2017
Qualified Non-Qualified Total
Benefit Obligation $2,572 $95 $2,667 Fair Value of Plan Assets 2,478 2 $2,480 Unfunded Status ($94) ($93) ($187)
Note: See reconciliation of non-GAAP financials in appendix (1) In the twelve months ended December 31, 2017, the Company acquired The Clark Group (acquired November 29, 2017), Quality Park (acquired November 9, 2017), Publishers Press (acquired September 7, 2017), CREEL (acquired August 17, 2017), Fairrington (acquired July 28, 2017), and HudsonYards (acquired March 1, 2017). The leverage ratio calculation includes non-GAAP Adjusted EBITDA since the respective closing date of each acquisition, so does not include a full 12 months of non-GAAP Adjusted EBITDA. 27 | LSC COMMUNICATIONS
1. Gross leverage defined as total debt / LTM non-GAAP adjusted EBITDA. 2. Free cash flow defined as net cash provided by operating activities less capital expenditures.
LEVERAGE & LIQUIDITY + Continuing to target 1.75x to 2.25x gross leverage(1) + Strong free cash flow(2) generation supports commitment to leverage target + Combination of pre-payable and long term debt provides ability to efficiently pay down debt PENSION PLANS + US pension plans closed and frozen + De-risking actions and liability driven investment structure reduces funded status volatility while minimizing required contributions CAPITAL EXPENDITURES + Approximately 1.5% to 2.0% of net sales MERGERS & ACQUISITIONS + Selectively pursue strategic acquisitions + Strategy governed by target leverage DIVIDEND POLICY + Current quarterly dividend of $0.26 per share + Board of Directors to review dividend quarterly
28 | LSC COMMUNICATIONS
(1) Full year 2018 guidance as of Q4 2017 Earnings Call on February 22, 2018 and is not being reaffirmed here. (2) Consistent with historical guidance and presentation, non-GAAP adjusted EBITDA includes net pension income. Beginning in 2018, Accounting Standards Update No. 2017-07 requires companies to disaggregate the service cost component of net benefit cost from other components of net benefit cost and present the service cost component with other employee compensation costs. All other components of net benefit cost will need to be presented outside of income from operations. As a result, the Company expects to reclassify approximately $49 million, $46 million and $45 million of net pension income for years ended 2018, 2017 and 2016, respectively, out of income from operations to a line item outside of income from operations, resulting in no impact to net income or non- GAAP adjusted EBITDA. (3) Free cash flow is defined as net cash provided by operating activities less capital expenditures (4) This guidance assumes no shares are repurchased under the authorization approved by the Company’s Board of Directors on February 15, 2018. (5) Please refer to the Appendix for reconciliation of non-GAAP measures Certain components of the guidance given in the table above are provided on a non-GAAP basis only, without providing a reconciliation to guidance provided on a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without "unreasonable efforts.“ The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company's ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, pension settlement charges, acquisition-related expenses, gains or losses on investments and business disposals, losses on debt extinguishment and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that excluding such items is likely to be significant to an assessment of the Company's ongoing
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2018 Guidance (1) 2017 Actual (5)
Net Sales $3.8 - $3.9 billion $3.6 billion Non-GAAP Adjusted EBITDA(2) $320 - $360 million $328 million Depreciation and Amortization $135 - $145 million $160 million Interest Expense- Net $72 - $76 million $72 million Non-GAAP Effective Tax Rate 25% - 29% 30.4% Capital Expenditures $65 - $75 million $60 million Free Cash Flow(3) $120 - $160 million $145 million Diluted Share Count(4) Approximately 35 million 34.6 million
30 | LSC COMMUNICATIONS
($ millions)
Total LSC Communications
Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 FY 2017 FY 2016 FY 2015 Net sales $999 $935 $848 $821 $919 $3,603 $3,654 $3,743 GAAP Net income (loss) (58) (3) 5 (1) 9 (57) 106 74 Restructuring, impairment and other charges, net 42 60 21 6 7 129 18 57 Separation-related transaction expenses
2 1 4 4 5
2 2 1
Purchase accounting inventory adj. (2) 1
Loss on debt extinguishment 3
42 39 39 40 41 160 171 181 Interest expense / (income)-net 20 19 16 17 18 72 18 (3) Income tax expense (benefit) 36 (23) (2) 2 1 13 51 64 Non-GAAP Adjusted EBITDA $85 $96 $82 $65 $80 $328 $370 $398 Non-GAAP Adjusted EBITDA margin 8.5% 10.3% 9.7% 7.9% 8.7% 9.1% 10.1% 10.6% Net cash provided by operating activities $147 ($20) $14 $64 $95 $205 $231 $275 Capital expenditures (9) (15) (15) (21) (13) (60) (48) (42) Free cash flow $138 ($35) ($1) $43 $82 $145 $183 $233
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($ millions)
Print Segment
Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 FY 2017 FY 2016 FY 2015 Magazines, catalogs and retail inserts $521 $448 $378 $383 $441 $1,730 $1,632 $1,807 Book 245 276 262 239 256 1,022 1,097 925 Europe 67 68 56 56 63 247 272 305 Directories 23 27 27 32 29 109 126 144 Net sales $856 $819 $723 $710 $789 $3,108 $3,127 $3,181 Income from operations (7) (10) 22 12 27 17 141 96 Depreciation and amortization 37 35 36 35 37 143 155 164 Restructuring, impairment and other charges, net 39 58 6 5 6 108 15 53 Purchase accounting inventory adjustments, net
Non-GAAP Adjusted EBITDA $69 $84 $64 $52 $70 $269 $311 $324 Non-GAAP Adjusted EBITDA margin 8.1% 10.3% 8.9% 7.3% 8.9% 8.7% 9.9% 10.2%
Office Products Segment
Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 FY 2017 FY 2016 FY 2015 Net sales $143 $116 $125 $111 $130 $495 $527 $562 Income from operations 10 11 12 9 16 42 54 47 Depreciation and amortization 4 4 3 4 3 15 15 16 Restructuring, impairment and other charges, net 3
Purchase accounting inventory adjustments, net 1
$18 $15 $15 $14 $19 $62 $69 $67 Non-GAAP Adjusted EBITDA margin 12.6% 12.9% 12.0% 12.6% 14.6% 12.5% 13.1% 11.9%
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(1) Adjusted for net sales of acquired businesses: For the three months ended December 31, 2017, the adjustments for net sales of acquired businesses reflect the net sales of The Clark Group ("Clark Group") (acquired November 29, 2017) and Quality Park
(acquired November 9, 2017). For the three months ended December 31, 2016, the adjustments for net sales of acquired businesses reflect the net sales of Publishers Press (acquired September 7, 2017), NECI, LLC ("NECI") (acquired August 21, 2017), CREEL Printing ("CREEL") (acquired August 17, 2017), and Fairrington Transportation Corp., F.T.C. Transport, Inc. and F.T.C. Services, Inc. (“Fairrington”) (acquired July 28, 2017), HudsonYards Studios ("HudsonYards") (acquired March 1, 2017) and Continuum M C LLC ("C i ") ( i d D b 2 2016) i ddi i h i i i d b
(3) Adjusted for net sales of acquired businesses, the impact of changes in FX rates and pass-through paper sales. (2) Adjusted for net sales of acquired businesses: For the twelve months ended December 31, 2017, the adjustments for net sales of acquired businesses reflect the net sales of Clark Group (acquired November 29, 2017), Quality Park (acquired November 9,
2017), Publishers Press (acquired September 7, 2017), NECI (acquired August 21, 2017), CREEL (acquired August 17, 2017), Fairrington (acquired July 28, 2017), and HudsonYards (acquired March 1, 2017). For the twelve months ended December 31, 2017, the adjustments for net sales of acquired businesses reflect the net sales of Continuum (acquired December 2, 2016), in addition to the acquisitions noted above. ($ millions) Magazines, Catalogs, and Retail Inserts Books Europe Directories Total Print Total Office Products Total LSC Q4 2016 Net Sales as Reported 441 $ 256 $ 63 $ 29 $ 789 $ 130 $ 919 $ Adjustments (1) 109
32 141 Q4 2016 Net Sales Pro Forma 550 $ 256 $ 63 $ 29 $ 898 $ 162 $ 1,060 $ Q4 2017 Net Sales as Reported 521 $ 245 $ 67 $ 23 $ 856 $ 143 $ 999 $ Adjustments (1) 8
9 17 Q4 2017 Net Sales Pro Forma 529 $ 245 $ 67 $ 23 $ 864 $ 152 $ 1,016 $ As Reported % Change 18.1%
6.3%
8.5% 10.0% 8.7% Pro Forma % Change
6.3%
Non-GAAP Adjustments: Impact of pass-through paper sales 0.2%
0.0%
0.0%
Impact of changes in foreign exchange rates 0.4% 0.0% 11.1% 0.0% 1.0% 0.0% 0.8% Q4 2017 Organic % Change (3)
FY 2016 Net Sales as Reported 1,632 $ 1,097 $ 272 $ 126 $ 3,127 $ 527 $ 3,654 $ Adjustments (2) 444
137 581 FY 2016 Net Sales Pro Forma 2,076 $ 1,097 $ 272 $ 126 $ 3,571 $ 664 $ 4,235 $ FY 2017 Net Sales as Reported 1,730 $ 1,022 $ 247 $ 109 $ 3,108 $ 495 $ 3,603 $ Adjustments (2) 243
95 338 FY 2017 Net Sales Pro Forma 1,973 $ 1,022 $ 247 $ 109 $ 3,351 $ 590 $ 3,941 $ As Reported % Change 6.0%
Pro Forma % Change
Non-GAAP Adjustments: Impact of pass-through paper sales 0.1%
0.0%
0.0%
Impact of changes in foreign exchange rates 0.0% 0.0% 4.0% 0.0% 0.3% 0.0% 0.2% FY 2017 Organic % Change (3)
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