UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

For the quarterly period ended June 30, 2014

OR

Commission File Number 1-4694

 

R.R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)

 

 

(312) 326-8000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

As of July 25, 2014, 199.8 million shares of common stock were outstanding.

 

 

 

 

 

 

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R.R. DONNELLEY & SONS COMPANY

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share data)

(UNAUDITED)

 

(See Notes to Condensed Consolidated Financial Statements)

 

 

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(UNAUDITED)

 

(See Notes to Condensed Consolidated Financial Statements)

 

 

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(See Notes to Condensed Consolidated Financial Statements)

 

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(UNAUDITED)

 

(See Notes to Condensed Consolidated Financial Statements)

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

1. Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of R.R. Donnelley & Sons Company and its subsidiaries (the “Company” or “RR Donnelley”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2013 filed with the SEC on February 26, 2014 and February 27, 2014, respectively. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. All significant intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates.

 

2. Acquisitions and Dispositions

On March 25, 2014, the Company acquired substantially all of the North American operations of Esselte Corporation (“Esselte”), a developer and manufacturer of nationally branded and private label office and stationery products. The acquisition, combined with the Company’s existing products, created a more competitive and efficient office products supplier capable of supplying enhanced offerings across the combined customer base. The purchase price for Esselte included $78.2 million in cash, 1.0 million shares of RR Donnelley common stock and a $2.8 million payable related to the settlement of net working capital, or a total transaction value of $99.3 million based on the Company’s closing share price on March 24, 2014. Esselte’s operations are included in the Variable Print segment.

On March 10, 2014, the Company acquired the assets of MultiCorpora R&D Inc. and MultiCorpora International Inc. (together “MultiCorpora”) for approximately $6.1 million. MultiCorpora is an international provider of translation technology solutions. The acquisition of MultiCorpora expanded the capabilities of the Company’s translation services offering which supports clients’ multi-lingual communications. MultiCorpora’s operations are included in the Strategic Services segment.

On January 31, 2014, the Company acquired Consolidated Graphics, Inc. (“Consolidated Graphics”), a provider of digital and commercial printing, fulfillment services, print management and proprietary Internet-based technology solutions, with operations in North America, Europe and Asia. The acquisition enhanced the Company’s ability to provide integrated communications solutions for its customers. The purchase price for Consolidated Graphics was $359.9 million in cash and 16.0 million shares of RR Donnelley common stock, or a total transaction value of $660.6 million based on the Company’s closing share price on January 30, 2014, plus the assumption of Consolidated Graphics’ debt of $118.4 million. Immediately following the acquisition, the Company repaid substantially all of the debt assumed. Consolidated Graphics’ operations are primarily included in the Variable Print segment. In the second quarter of 2014, Consolidated Graphics’ operations in the Czech Republic and Japan were moved from the Variable Print segment to the Europe and Asia reporting units, respectively, within the International segment to reflect corresponding changes in the management reporting structure of the organization.

On February 7, 2014, the Company sold the assets and liabilities of Office Tiger Global Real Estate Service Inc. (“GRES”), its commercial and residential real estate advisory services, for net proceeds of $2.3 million and a loss of $0.7 million, which was recognized in net investment and other expense in the Consolidated Statements of Operations. The operations of the GRES business were included in the International segment.

For the three and six months ended June 30, 2014, the Company recorded $0.5 million and $8.2 million of acquisition-related expenses, respectively, associated with acquisitions completed or contemplated, within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Esselte, MultiCorpora and Consolidated Graphics 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 applicable 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 as goodwill. The goodwill associated with these acquisitions is primarily attributable to the synergies expected to arise as a result of the acquisitions.

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

For Esselte, the fair value of the identifiable net assets acquired of approximately $109.8 million exceeded the purchase price of $99.3 million, resulting in a bargain purchase gain of $10.5 million for the six months ended June 30, 2014, which was recorded in net investment and other expense. A $6.1 million reduction in this gain, primarily due to a change in estimate of certain tax attributes and working capital adjustments, was recognized as a loss during the three months ended June 30, 2014 as a result of finalizing the purchase price allocation. The gain on the bargain purchase was primarily attributable to the Company’s ability to utilize certain tax operating losses.

The tax deductible goodwill related to the Consolidated Graphics, Esselte and MultiCorpora acquisitions was $74.1 million.

Based on the valuations, the final purchase price allocations for these acquisitions were as follows:

 

 

 

The fair values of other intangible assets, technology and goodwill associated with the acquisitions of Esselte, MultiCorpora and Consolidated Graphics 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:

 

 

The fair values of property, plant and equipment associated with the Consolidated Graphics, Esselte, and MultiCorpora 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.

2013 Disposition

During the fourth quarter of 2013, the Company sold the assets and liabilities of R.R. Donnelley SAS (“MRM France”), its direct mail business located in Cosne sur Loire, France, for a loss of $17.9 million, which was recognized in net investment and other expense in the Consolidated Statements of Operations. The loss included cash incentive payments due to the purchaser of $18.8 million, of which $12.0 million was paid as of June 30, 2014 with the remaining balance to be paid by January 2015. The operations of the MRM France business were included in the International segment.

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

For the three and six months ended June 30, 2013, the Company recorded $0.1 million and $1.1 million of acquisition-related expenses, respectively, associated with acquisitions contemplated within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Pro forma results

The following unaudited pro forma financial information for the three and six months ended June 30, 2014 and 2013 presents the combined results of operations of the Company and the 2014 acquisitions described above, as if the acquisitions had occurred at January 1, 2013.

The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had these acquisitions been completed as of the beginning of the periods presented and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition. Pro forma adjustments are tax-effected at the applicable statutory tax rates.

 

 

The unaudited pro forma financial information includes amortization of purchased intangibles of $20.4 million and $40.9 million for the three and six months ended June 30, 2014, respectively and $21.3 million and $42.8 million for the three and six months ended June 30, 2013, respectively. The unaudited pro forma financial information includes restructuring, impairment and other charges from operations of $17.8 million and $47.9 million for the three and six months ended June 30, 2014, respectively and $25.8 million and $64.8 million for the three and six months ended June 30, 2013, respectively.

 

Additionally, the pro forma adjustments affecting net earnings attributable to RR Donnelley common shareholders for the three and six months ended June 30, 2014 and 2013 were as follows:

 

 

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

3. Inventories

The components of the Company’s inventories, net of excess and obsolescence reserves for raw materials and finished goods, at June 30, 2014 and December 31, 2013 were as follows:

 

 

 

4. Property, Plant and Equipment

The components of the Company’s property, plant and equipment at June 30, 2014 and December 31, 2013 were as follows:

 

 

During the three and six months ended June 30, 2014, depreciation expense was $91.4 million and $179.3 million, respectively. During the three and six months ended June 30, 2013 depreciation expense was $86.4 million and $174.9 million, respectively.  

Assets Held for Sale

Primarily as a result of restructuring actions, certain facilities and equipment are considered held for sale. The net book value of assets held for sale was $20.9 million and $18.5 million at June 30, 2014 and December 31, 2013, respectively. These assets were included in other current assets in the Condensed Consolidated Balance Sheets at June 30, 2014 and December 31, 2013 at the lower of their historical net book value or their estimated fair value, less estimated costs to sell.

 

5. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment for the six months ended June 30, 2014 were as follows:

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

 

The components of other intangible assets at June 30, 2014 and December 31, 2013 were as follows:

 

 

The Company recorded additions to other intangible assets of $204.9 million for acquisitions during the six months ended June 30, 2014, the components of which were as follows:

 

 

 

 

 

 

Amortization expense for other intangible assets was $20.5 million and $16.1 million for the three months ended June 30, 2014 and 2013, respectively, and $38.8 million and $32.4 million for the six months ended June 30, 2014 and 2013, respectively.

 

The following table outlines the estimated annual amortization expense related to other intangible assets as of June 30, 2014:

 

 

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

6. Restructuring, Impairment and Other Charges

Restructuring, Impairment and Other Charges Recognized in Results of Operations

For the three months ended June 30, 2014 and 2013, the Company recorded the following net restructuring, impairment and other charges:

 

 

For the six months ended June 30, 2014 and 2013, the Company recorded the following net restructuring, impairment and other charges:

 

 

Restructuring and Impairment Charges

For the three and six months ended June 30, 2014, the Company recorded net restructuring charges of $9.1 million and $23.0 million, respectively, for employee termination costs for 408 employees, of whom 353 were terminated as of June 30, 2014. These charges primarily related to the integration of Consolidated Graphics, including the closure of six Consolidated Graphics facilities as well as one additional facility closure within the Variable Print segment, one facility closure in the Publishing and Retail Services segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

charges of $6.8 million and $10.9 million, respectively, for the three and six months ended June 30, 2014, including charges related to multi-employer pension plan withdrawal obligations as a result of facility closures. For the three and six months ended June 30, 2014, the Company also recorded $3.1 million and $9.8 million, respectively, of impairment charges primarily related to buildings, machinery and equipment and trade names associated with facility closings. The fair values of the buildings and machinery and equipment were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions with real estate brokers, review of comparable properties, if available, discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions.

For the three and six months ended June 30, 2013, the Company recorded net restructuring charges of $7.3 million and $16.1 million, respectively, for employee termination costs for 579 employees, substantially all of whom were terminated as of June 30, 2014. These charges primarily related to the closing of one manufacturing facility within each of the Publishing and Retail Services and Variable Print segments and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $8.8 million and $18.6 million, respectively, for the three and six months ended June 30, 2013, including charges related to multi-employer pension plan withdrawal obligations. For the three and six months ended June 30, 2013, the Company also recorded $3.7 million and $7.8 million, respectively, of impairment charges primarily related to buildings and machinery and equipment associated with facility closings.

Other Charges

For the three and six months ended June 30, 2014, the Company recorded other charges of $3.8 million and $24.3 million, respectively, as a result of its decision to withdraw from certain multi-employer pension plans serving facilities that are currently operating. These charges for multi-employer pension plan withdrawal obligations, unrelated to facility closures, represent the Company’s best estimate of the expected settlement of these withdrawal liabilities. The total liabilities for the withdrawal obligations associated with the Company’s decision to withdraw from certain multi-employer pension plans included in accrued liabilities and other noncurrent liabilities are $4.7 million and $90.6 million, respectively, as of June 30, 2014.

It is reasonably possible that the Company will withdraw from the remaining multi-employer pension plan in which it participates in the near term, with a potential liability estimated to range from $5 million to $8 million in the aggregate.

The Company’s withdrawal liabilities could be affected by the financial stability of other employers participating in the plans and any decisions by those employers to withdraw from the plans in the future. While it is not possible to quantify the potential impact of future events or circumstances, reductions in other employers’ participation in multi-employer pension plans, including certain plans from which the Company has previously withdrawn, could have a material impact on the Company’s previously estimated withdrawal liabilities, consolidated results of operations, financial position or cash flows.

Restructuring Reserve

The restructuring reserve as of December 31, 2013 and June 30, 2014, and changes during the six months ended June 30, 2014, were as follows:

 

 

The current portion of restructuring reserves of $36.4 million at June 30, 2014 was included in accrued liabilities, while the long-term portion of $46.8 million, primarily related to multi-employer pension plan complete or partial withdrawal obligations related to facility closures and lease termination costs, was included in other noncurrent liabilities at June 30, 2014.

The Company anticipates that payments associated with the employee terminations reflected in the above table will be substantially completed by June 2015.

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

Payments on all of the Company’s multi-employer pension plan complete or partial withdrawal obligations are scheduled to be substantially completed by 2034. Changes based on uncertainties in these estimated withdrawal obligations could affect the ultimate charges related to multi-employer pension plan withdrawals.

The restructuring liabilities classified as “lease terminations and other” consisted of lease terminations, other facility closing costs and contract termination costs. Payments on certain of the lease obligations are scheduled to continue until 2026. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charges related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the Company’s financial statements.

 

7. Employee Benefits

The components of the estimated net pension and other postretirement benefits plan income for the three and six months ended June 30, 2014 and 2013 were as follows:

 

 

As the majority of the Company’s pension plans have been frozen as of December 31, 2012, the Company continues to transition to a risk management approach for its U.S. pension plan assets. The overall investment objective of this approach is to further reduce the risk of significant decreases in the plan’s funded status by allocating a larger portion of the plan’s assets to investments expected to hedge the impact of interest rate risks on the plan’s obligation. Over time, the target asset allocation percentage for the pension plan is expected to decrease for equity and other securities and increase for fixed income investments. The assumed long-term rate of return for plan assets, which is determined annually, is likely to decrease as the asset allocation shifts over time.

 

8. Share-Based Compensation

The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including stock options, restricted stock units and performance share units. The total compensation expense related to all share-based compensation plans was $6.1 million and $9.9 million for the three and six months ended June 30, 2014, respectively.  The total compensation expense related to all share-based compensation plans was $7.1 million and $11.1 million for the three and six months ended June 30, 2013, respectively.

Stock Options

There were no options granted during the six months ended June 30, 2014 and 2013.

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

Stock option awards as of December 31, 2013 and June 30, 2014, and changes during the six months ended June 30, 2014, were as follows:

 

 

 

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 June 30, 2014 and December 31, 2013, respectively, 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 June 30, 2014 and December 31, 2013. This amount will change in future periods based on the fair market value of the Company’s stock and the number of options outstanding. Total intrinsic value of options exercised for the six months ended June 30, 2014 was $1.0 million and for the three months ended June 30, 2014 was de minimis. Total intrinsic value of options exercised for the three and six months ended June 30, 2013 was $0.4 million. Excess tax benefits on stock option exercises, shown as financing cash inflows in the Condensed Consolidated Statements of Cash Flows, were $0.3 million for the six months ended June 30, 2014. There were no excess tax benefits on stock option exercises for the three months ended June 30, 2014.  Excess tax benefits for three and six months ended June 30, 2013 were $0.1 million.

Compensation expense related to stock options for the three and six months ended June 30, 2014 was $0.2 million and $0.5 million, respectively. Compensation expense related to stock options for the three and six months ended June 30, 2013 was $0.4 million and $0.8 million, respectively. As of June 30, 2014, $1.1 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 1.5 years.

Restricted Stock Units

Nonvested restricted stock unit awards as of December 31, 2013 and June 30, 2014, and changes during the six months ended June 30, 2014, were as follows:

 

 

 

Compensation expense related to restricted stock units for the three and six months ended June 30, 2014 was $4.9 million and $7.8 million, respectively. Compensation expense related to restricted stock units for the three and six months ended June 30, 2013 was $6.0 million and $9.2 million, respectively. As of June 30, 2014, there was $18.2 million of unrecognized share-based compensation expense related to approximately 1.9 million restricted stock units, with a weighted average grant date fair market value of $12.55, that are expected to vest over a weighted average period of 2.4 years. 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.

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

Excess tax benefits on restricted stock units that vested, shown as financing cash inflows in the Condensed Consolidated Statements of Cash Flows, were $0.3 million and $2.5 million for the three and six months ended June 30, 2014, respectively. Excess tax benefits on restricted stock units that vested, shown as financing cash inflows in the Condensed Consolidated Statements of Cash Flows, were $0.9 million and $2.2 million for the three and six months ended June 30, 2013, respectively.

Performance Share Units

Nonvested performance share unit awards as of December 31, 2013 and June 30, 2014, and changes during the six months ended June 30, 2014, were as follows:

 

During the six months ended June 30, 2014, 319,000 performance share unit awards were granted to certain executive officers, payable upon the achievement of certain established performance targets. The performance period for the shares awarded is January 1, 2014 through December 31, 2016. Distributions under these awards are payable at the end of the performance period in common stock or cash, at the Company’s discretion. The total potential payouts for awards granted during the six months ended June 30, 2014 range from 154,500 to 319,000 shares, should certain performance targets be achieved. 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 termination without cause, death, permanent disability or retirement of the grantee or a change in control of the Company.

Compensation expense for the performance share unit awards granted in 2014, 2013, and 2012 is being recognized based on the maximum estimated payout of 319,000, 485,000, and 233,000 shares, for each respective grant year. Compensation expense for awards granted during 2011 was recognized based on the achieved target of 52%, or 121,431 shares, which were distributed during the three months ended March 31, 2014. Compensation expense related to performance share unit awards for the three and six months ended June 30, 2014 was $1.0 million and $1.6 million, respectively. Compensation expense related to performance share unit awards for the three and six months ended June 30, 2013 was $0.7 million and $1.1 million, respectively. As of June 30, 2014, there was $7.2 million of unrecognized compensation expense related to performance share unit awards, which is expected to be recognized over a weighted average period of 2.1 years.

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

9. Equity

The Company’s equity as of December 31, 2013 and June 30, 2014, and changes during the six months ended June 30, 2014, were as follows:

 

 

During the three months ended March 31, 2014, the Company issued stock in conjunction with the Consolidated Graphics and Esselte acquisitions with closing date values of $300.7 million and $18.3 million, respectively.

The Company’s equity as of December 31, 2012 and June 30, 2013, and changes during the six months ended June 30, 2013, were as follows:

 

 

10. Earnings per Share

Basic earnings per share is calculated by dividing net earnings attributable to RR Donnelley common shareholders by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including stock options, restricted stock units and performance share units. Performance share units are considered anti-dilutive and excluded if the performance targets upon which the issuance of the shares is contingent have not yet been achieved and the respective performance period has not been completed as of the end of the current period. Additionally, stock options are considered anti-dilutive when the exercise price exceeds the average of the Company’s stock price during the applicable period.

During the six months ended June 30, 2014 and 2013, no shares of common stock were purchased by the Company; however, shares were withheld for tax liabilities upon the vesting of equity awards. During the three months ended March 31, 2014, the Company issued stock in conjunction with the Consolidated Graphics and Esselte acquisitions of 16.0 million shares and 1.0 million shares, respectively.

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive share-based awards for the three and six months ended June 30, 2014 and 2013 were as follows:

 

 

 

11. Comprehensive Income

Income tax expense allocated to each component of other comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013 was as follows:

 

 

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

 

Accumulated other comprehensive income (loss) by component as of December 31, 2013 and June 30, 2014, and changes for the six months ended June 30, 2014, were as follows:

 

Accumulated other comprehensive income (loss) by component as of December 31, 2012 and June 30, 2013, and changes for the six months ended June 30, 2013, were as follows:

 

Reclassifications from accumulated other comprehensive loss for the three and six months ended June 30, 2014 and 2013 were as follows:

 

 

 

12. Segment Information

The Company operates primarily in the print and related services industry, with product and service offerings designed to offer customers complete solutions for communicating their messages to target audiences.

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

The Company’s segments and their product and service offerings are summarized below:

Publishing and Retail Services

The Publishing and Retail Services segment’s primary product offerings include magazines, catalogs, retail inserts, books, directories and packaging.

Variable Print

The Variable Print segment includes the Company’s U.S. short-run and transactional printing operations. This segment’s primary product offerings include commercial and digital print, direct mail, labels, statement printing, office products, forms and packaging.

Strategic Services

The Strategic Services segment includes the Company’s financial print products and related services, logistics services, digital and creative solutions and print management offerings.

International

The International segment includes the Company’s non-U.S. printing operations in Asia, Europe, Latin America and Canada. This segment’s product and service offerings include magazines, catalogs, retail inserts, books, directories, direct mail, packaging, forms, labels, manuals, statement printing, commercial and digital print, logistics services and digital and creative solutions. Additionally, this segment includes the Company’s business process outsourcing and Global Turnkey Solutions operations. Business process outsourcing provides transactional print and outsourcing services, statement printing, direct mail and print management offerings through its operations in Europe, Asia and North America. Global Turnkey Solutions provides outsourcing capabilities, including product configuration, customized kitting and order fulfillment for technology, medical device and other companies around the world through its operations in Europe, North America and Asia.

Corporate

Corporate consists of unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, communications, certain facility costs and LIFO inventory provisions. In addition, certain costs and earnings of employee benefit plans, such as pension and other postretirement benefits plan expense (income) and share-based compensation, are included in Corporate and not allocated to the operating segments. Corporate also manages the Company’s cash pooling structures, which enables participating international locations to draw on the Company’s overseas cash resources to meet local liquidity needs.

Information by Segment

The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision-maker and is most consistent with the presentation of profitability reported within the Condensed Consolidated Financial Statements.

In the second quarter of 2014, Consolidated Graphics’ operations in the Czech Republic and Japan were moved from the Variable Print segment to the Europe and Asia reporting units, respectively, within the International segment to reflect corresponding changes in the management reporting structure of the organization. All prior periods have been reclassified to conform to the current reporting structure.

20

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

 

 

 

Restructuring, impairment and other charges by segment for the three and six months ended June 30, 2014 and 2013 are described in Note 6.

 

13. Commitments and Contingencies

The Company is subject to laws and regulations relating to the protection of the environment. The Company provides for expenses associated with environmental remediation obligations when such amounts are probable and can be reasonably estimated.

21

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

Such accruals are adjusted as new information develops or circumstances change and are generally not discounted. The Company has been designated as a potentially responsible party or has received claims in twelve active federal and state Superfund and other multiparty remediation sites. In addition to these sites, the Company may also have the obligation to remediate ten other previously or currently owned facilities. At the Superfund sites, the Comprehensive Environmental Response, Compensation and Liability Act provides that the Company’s liability could be joint and several, meaning that the Company could be required to pay an amount in excess of its proportionate share of the remediation costs.

The Company’s understanding of the financial strength of other potentially responsible parties at the multiparty sites and of other liable parties at the previously owned facilities has been considered, where appropriate, in the determination of the Company’s estimated liability. The Company established reserves, recorded in accrued liabilities and other noncurrent liabilities, that it believes are adequate to cover its share of the potential costs of remediation at each of the multiparty sites and the previously and currently owned facilities. It is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly remediation and other compliance efforts that the Company may undertake in the future. However, in the opinion of management, compliance with the present environmental protection laws, before taking into account estimated recoveries from third parties, will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows.

From time to time, the Company’s customers and others file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company from these parties could be considered preference items and subject to return. In addition, the Company may be party to certain litigation arising in the ordinary course of business. Management believes that the final resolution of these preference items and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows.

 

14. Debt

The Company’s debt at June 30, 2014 and December 31, 2013 consisted of the following:

 

 

 

22

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

The fair values of the senior notes and debentures, which were determined using the market approach based upon interest rates available to the Company for borrowings with similar terms and maturities, were determined to be Level 2 under the fair value hierarchy. The fair value of the Company’s debt was greater than its book value by approximately $402.6 million and $343.4 million at June 30, 2014 and December 31, 2013, respectively.

The weighted average interest rate on borrowings under the Company’s $1.15 billion senior secured revolving credit facility as amended (the “Credit Agreement”) during the six months ended June 30, 2014 and 2013 was 2.0% in each period.

On April 1, 2014, proceeds from borrowings under the Credit Agreement were used to pay the $258.2 million 4.95% senior notes that matured on April 1, 2014.

On March 20, 2014, the Company issued $400.0 million of 6.00% senior notes due April 1, 2024. Interest on the notes is payable semi-annually on April 1 and October 1, commencing on October 1, 2014. The net proceeds from the offering along with borrowings under the Credit Agreement were used to repurchase $211.1 million of the 8.25% senior notes due March 15, 2019, $100.0 million of the 7.25% senior notes due May 15, 2018, and $50.0 million of the 7.625% senior notes due June 15, 2020. The repurchases resulted in a pre-tax loss on debt extinguishment of $77.1 million for the six months ended June 30, 2014 related to the premiums paid, unamortized debt issuance costs, elimination of the $2.8 million fair value adjustment on the 8.25% senior notes and other expenses.

On November 12, 2013, the Company issued $350.0 million of 6.50% senior notes due November 15, 2023. Interest on the notes is payable semi-annually on May 15 and November 15 of each year. The net proceeds from the offering, along with cash on hand, were used to finance the cash portion of the acquisition of Consolidated Graphics.

On August 26, 2013, the Company issued $400.0 million of 7.00% senior notes due February 15, 2022. Interest on the notes is payable semi-annually on February 15 and August 15 of each year. The net proceeds from the offering were used to repurchase $200.0 million of the 7.25% senior notes due May 15, 2018, $100.0 million of the 5.50% senior notes due May 15, 2015 and $100.0 million of the 6.125% senior notes due January 15, 2017. The repurchases resulted in a pre-tax loss on debt extinguishment of $46.3 million for the year ended December 31, 2013 related to the premiums paid, unamortized debt issuance costs and other expenses.

On March 14, 2013, the Company issued $450.0 million of 7.875% senior notes due March 15, 2021. Interest on the notes is payable semi-annually on March 15 and September 15 of each year. The net proceeds from the offering were used to repurchase $173.5 million of the 6.125% senior notes due January 15, 2017, $130.2 million of the 8.60% senior notes due August 15, 2016 and $50.0 million of the 7.25% senior notes due May 15, 2018 and to reduce borrowings under the Credit Agreement. The repurchases resulted in a pre-tax loss on debt extinguishment of $35.6 million for the three months ended March 31, 2013 related to the premiums paid, unamortized debt issuance costs and other expenses.

Interest income was $2.2 million and $4.7 million for the three and six months ended June 30, 2014, respectively. Interest income was $2.5 million and $6.3 million for the three and six months ended June 30, 2013, respectively.

 

15. Derivatives

All derivatives are recorded as other current or noncurrent assets or other current or noncurrent liabilities in the Condensed Consolidated Balance Sheets at their respective fair values. Unrealized gains and losses related to derivatives are recorded in other comprehensive income (loss), net of applicable income taxes, or in the Condensed Consolidated Statements of Operations, depending on the purpose for which the derivative is held. For derivatives designated and that qualify as cash flow hedges, the effective portion of the unrealized gain or loss related to the derivatives are generally recorded in other comprehensive income (loss) until the transaction affects earnings. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in the Condensed Consolidated Statements of Operations. Changes in the fair value of derivatives that do not meet the criteria for designation as a hedge at inception, or fail to meet the criteria thereafter, are recognized currently in the Condensed Consolidated Statements of Operations. At the inception of a hedge transaction, the Company formally documents the hedge relationship and the risk management objective for undertaking the hedge. In addition, the Company assesses both at inception of the hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is also recognized currently in the Condensed Consolidated Statements of Operations.

23

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited in many countries because the operating revenues and expenses of its various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the subsidiary or operating unit, the Company is exposed to currency risk. Periodically, the Company uses foreign exchange spot and forward contracts to hedge exposures resulting from foreign exchange fluctuations. Accordingly, the implied gains and losses associated with the fair values of foreign currency exchange contracts are generally offset by gains and losses on underlying payables, receivables and net investments in foreign subsidiaries. The Company does not use derivative financial instruments for trading or speculative purposes.

The Company has entered into foreign exchange forward contracts in order to manage the currency exposure of certain assets and liabilities. The foreign exchange forward contracts were not designated as hedges, and accordingly, the fair value gains or losses from these foreign currency derivatives are recognized currently in the Condensed Consolidated Statements of Operations, generally offsetting the foreign exchange gains or losses on the exposures being managed. The aggregate notional amount of the forward contracts at June 30, 2014 and December 31, 2013 was $360.3 million and $372.1 million, respectively. The fair values of foreign exchange forward contracts were determined to be Level 2 under the fair value hierarchy and are valued using market exchange rates.

On March 13, 2012, the Company entered into interest rate swap agreements to manage interest rate risk exposure, effectively changing the interest rate on $400.0 million of its fixed-rate senior notes to a floating-rate based on LIBOR plus a basis point spread. The interest rate swaps, with a notional amount of $400.0 million at inception, were designated as fair value hedges against changes in the value of the Company’s $450.0 million 8.25% senior notes due March 15, 2019, which were attributable to changes in the benchmark interest rate. During the six months ended June 30, 2014, the Company repurchased $211.1 million of the 8.25% senior notes due March 15, 2019, and related interest rate swaps with a notional amount of $210.0 million were terminated, resulting in payments of $4.2 million for the fair value of the interest rate swaps. As a result of the termination, the remaining notional amount of the interest rate swap agreements as of June 30, 2014 was $190.0 million. The interest rate swaps were designated as fair value hedges against changes in the value of $238.9 million of the Company’s 8.25% senior notes due March 15, 2019.

On April 9, 2010, the Company entered into interest rate swap agreements to manage interest rate risk exposure, effectively changing the interest rate on $600.0 million of its fixed-rate senior notes to a floating-rate LIBOR plus a basis point spread. The interest rate swaps, with a notional amount of $600.0 million at inception, were designated as fair value hedges against changes in the value of the Company’s 4.95% senior notes due April 1, 2014, which were attributable to changes in the benchmark interest rate. During March 2012, the Company repurchased $341.8 million of the 4.95% senior notes due April 1, 2014, and related interest rate swaps with a notional amount of $342.0 million were terminated, resulting in proceeds of $11.0 million for the fair value of the interest rate swaps. In conjunction with the 4.95% senior notes maturity in April 2014, the remaining interest rate swap agreements matured.

The fair values of interest rate swaps were determined to be Level 2 under the fair value hierarchy and were developed using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates derived from observed market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. The Company evaluates the credit value adjustments of the interest rate swap agreements, which take into account the possibility of counterparty and the Company’s own default, on at least a quarterly basis.

The Company’s foreign exchange forward contracts and interest rate swaps are subject to enforceable master netting agreements that allow the Company to settle positive and negative positions with the respective counterparties. The Company settles foreign exchange forward contracts on a net basis when possible. Foreign exchange forward contracts that can be settled on a net basis are presented net in the Condensed Consolidated Balance Sheets. Interest rate swaps are settled on a gross basis and presented gross in the Condensed Consolidated Balance Sheets.

The Company manages credit risk for its derivative positions on a counterparty-by-counterparty basis, considering the net portfolio exposure with each counterparty, consistent with its risk management strategy for such transactions. The Company’s agreements with each of its counterparties contain a provision where the Company could be declared in default on its derivative obligations if it either defaults or, in certain cases, is capable of being declared in default of any of its indebtedness greater than specified thresholds. These agreements also contain a provision where the Company could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weaker.

24

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

At June 30, 2014 and December 31, 2013, the total fair value of the Company’s foreign exchange forward contracts, which were the only derivatives not designated as hedges, and fair value hedges, along with the accounts in the Condensed Consolidated Balance Sheets in which the fair value amounts were included, were as follows:

 

 

The gross and net amounts of foreign exchange forward contracts and interest rate swaps recognized in the Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013 were as follows:

 

 

25

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

The pre-tax (gains) losses related to derivatives not designated as hedges recognized in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013 were as follows:

 

 

For derivatives designated as fair value hedges, the pre-tax (gains) losses related to the hedged items, attributable to changes in the hedged benchmark interest rate and the offsetting gain or loss on the related interest rate swaps for the three and six months ended June 30, 2014 and 2013 were as follows:

 

 

The Company also recognized a net reduction to interest expense of $0.5 million and $2.8 million for the three and six months ended June 30, 2014, respectively, and $2.2 million and $4.5 million for the three and six months ended June 30, 2013, respectively, related to the Company’s fair value hedges, which included interest accruals on the derivatives and amortization of the basis in the hedged items.

 

16. Fair Value Measurement

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company’s assets and liabilities required to be adjusted to fair value on a recurring basis are pension and other postretirement benefits plan assets, foreign exchange forward contracts and interest rate swaps. See Note 15 for further discussion on the fair value of the Company’s foreign exchange forward contracts and interest rate swaps as of June 30, 2014 and December 31, 2013. See Note 14 for the fair value of the Company’s debt, which is recorded at book value.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. See Note 2 for further discussion on the fair value of assets and liabilities associated with acquisitions.

26

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

The fair value as of the measurement date, net book value as of June 30, 2014 and 2013 and related impairment charge for assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the three and six months ended June 30, 2014 and 2013 were as follows:

 

 

 

The fair values of long-lived assets held for sale that were remeasured during the three and six months ended June 30, 2014 were reduced by estimated costs to sell of $0.3 million and $0.6 million, respectively. The fair values of long-lived assets held for sale that were remeasured during the three and six months ended June 30, 2013 were reduced by estimated costs to sell of $0.9 million.

The Company’s accounting and finance management determines the valuation policies and procedures for Level 3 fair value measurements and is responsible for the development and determination of unobservable inputs.

The fair values of the long-lived assets held and used and long-lived assets held for sale or disposal were determined using Level 3 inputs and were estimated based on discussions with real estate brokers, review of comparable properties, if available, discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions. Unobservable inputs obtained from third parties are adjusted as necessary for the condition and attributes of the specific asset.

 

17. Venezuela Currency Remeasurement

Since January 1, 2010, the three-year cumulative inflation for Venezuela using the blended Consumer Price Index and National Consumer Price Index has exceeded 100%. As a result, Venezuela’s economy is considered highly inflationary and the financial statements of the Company’s Venezuelan subsidiaries are remeasured as if the functional currency were the U.S. Dollar. Prior to March 31, 2014, the financial statements were remeasured based on the official rate determined by the government of Venezuela. On February 8, 2013, the government of Venezuela changed its primary fixed exchange rate from 4.3 Bolivars per U.S. Dollar to 6.3 Bolivars per U.S. Dollar, devaluing the Bolivar by 32%. This devaluation resulted in a pre-tax loss of $3.2 million ($2.0 million after-tax), of which $1.0 million was recognized as a loss attributable to noncontrolling interests during the six months ended June 30, 2013.

During the three months ended March 31, 2014, the Venezuelan government expanded the operation of the Supplementary System for the Administration of Foreign Currency (“SICAD 1”) currency exchange mechanism for use with certain transactions. In addition, the Venezuelan government also began operating the SICAD 2 exchange which the government indicated is available to all entities for all transactions. The Venezuelan government has indicated that the official rate of 6.3 Bolivars per U.S. Dollar will be reserved only for settlement of U.S. Dollar denominated purchases of “essential goods and services.” As of June 30, 2014, the SICAD 1 and SICAD 2 exchange rates were 10.6 and 50.0 Bolivars per U.S. Dollar, respectively. While there is considerable uncertainty as to the nature, amount and timing of transactions that will be settled through SICAD 1 and SICAD 2, beginning March 31, 2014, certain

27

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

assets of the Company’s Venezuelan subsidiaries were remeasured at the SICAD 2 rate as the Company believes those assets will ultimately be utilized to settle U.S. Dollar denominated liabilities using SICAD 2. Remaining net monetary assets were remeasured at the SICAD 1 rate, as the Company believes SICAD 1 will be applicable for future transactions, and dividend remittances, if any, from the Company’s Venezuelan subsidiaries. During the three months ended June 30, 2014, certain transactions pending approval at the official rate of 6.3 Bolivars per U.S. Dollar were approved, resulting in foreign exchange gains. As a result of the remeasurement at the SICAD 1 and SICAD 2 rates and foreign exchange gains resulting from certain transactions approved at the official rate during the three months ended June 30, 2014, a net pre-tax gain of $3.2 million ($0.9 million after-tax) was recognized in net investment and other expense, of which $0.7 million was included in income attributable to noncontrolling interests. During the six months ended June 30, 2014, a pre-tax loss, net of foreign exchange gains, of $18.6 million ($14.0 million after-tax) was recognized in net investment and other expense, of which $6.4 million was included in loss attributable to noncontrolling interests as a result of the remeasurement at the SICAD 1 and SICAD 2 rates.

Because the SICAD exchanges are auction-based and auctions are held periodically during each quarter, the exchange rates available through SICAD will fluctuate over time, which will cause additional remeasurements of the Company’s Venezuelan subsidiaries’ local currency-denominated net monetary assets and further impact ongoing results. The operating results of the Venezuelan subsidiaries, one of which is the operating entity and a 50.1% owned joint venture, are not significant to the Company’s consolidated results of operations.

 

18. New Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-12 “Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period,” which requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition and, as a result, should not be included in the estimation of the grant-date fair value of the award. ASU 2014-12 will be effective for the Company in the first quarter of 2016. The standard may be applied either prospectively to all awards granted or modified after the effective date or retrospectively, to all periods presented. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue using a five-step process that supersedes virtually all existing revenue guidance. ASU 2014-09 also requires additional quantitative and qualitative disclosures. ASU 2014-09 will be effective for the Company in the first quarter of 2017. The standard allows the option of either a full retrospective adoption, meaning the standard is applied to all periods presented, or a modified retrospective adoption, meaning the standard is applied only to the most current period. The Company is currently evaluating the impact of the provisions of ASU 2014-09 and determining which transition method will be used.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), which modifies the requirements for disposals to qualify as discontinued operations and expands related disclosure requirements. ASU 2014-08 will be effective for the Company in the first quarter of 2015. The adoption of ASU 2014-08 may impact whether future disposals qualify as discontinued operations and therefore could impact the Company’s financial statement presentation and disclosures.

In January 2014, the FASB issued Accounting Standards Update No. 2014-01 “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects” (“ASU 2014-01”), which modifies the criteria an entity must meet in order to account for its investments in qualified affordable housing projects using the proportional amortization method. ASU 2014-01 will be effective for the Company in the first quarter of 2015. The adoption of ASU 2014-01 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11 “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”), which requires an unrecognized tax benefit to be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. ASU 2013-11 was effective for and adopted by the Company in the first quarter of 2014. The adoption of ASU 2013-11 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

28

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R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RR DONNELLEY”)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per share data, unless otherwise indicated)

 

In March 2013, the FASB issued Accounting Standards Update No. 2013-05 “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”), which requires the release of cumulative translation adjustments into net income when an entity ceases to have a controlling financial interest resulting in the complete or substantially complete liquidation of a subsidiary or group of assets within a foreign entity. ASU 2013-05 was effective for and adopted by the Company in the first quarter of 2014. The adoption of ASU 2013-05 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued Accounting Standards Update No. 2013-04 “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date” (“ASU 2013-04”), which requires the measurement of joint and several liability arrangements, when the total amount of the obligation is fixed as of the reporting date, as the sum of the amount the entity has agreed to pay as well as any additional amounts expected to be paid on behalf of co-obligors. ASU 2013-04 was effective for and adopted by the Company in the first quarter of 2014. The adoption of ASU 2013-04 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

 

 

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Company Overview

R.R. Donnelley & Sons Company (“RR Donnelley,” the “Company,” “we,” “us,” and “our”), a Delaware corporation, helps organizations communicate more effectively by working to create, manage, produce, distribute and process content on behalf of our customers. The Company assists customers in developing and executing multichannel communication strategies that engage audiences, reduce costs, drive revenues and increase compliance. RR Donnelley’s innovative technologies enhance digital and print communications to deliver integrated messages across multiple media to highly targeted audiences at optimal times for clients in virtually every private and public sector. Strategically located operations provide local service and responsiveness while leveraging the economic, geographic and technological advantages of a global organization.

Business Acquisitions and Dispositions

On March 25, 2014, the Company acquired substantially all of the North American operations of Esselte Corporation (“Esselte”), a developer and manufacturer of nationally branded and private label office and stationery products. The purchase price included $78.2 million in cash, 1.0 million shares of RR Donnelley common stock and a $2.8 million payable related to the settlement of net working capital, or a total transaction value of $99.3 million based on the Company’s closing share price on March 24, 2014. Esselte’s operations are included in the Variable Print segment.

On March 10, 2014, the Company acquired the assets of MultiCorpora R&D Inc. and MultiCorpora International Inc. (together “MultiCorpora”) for $6.1 million. MultiCorpora is an international provider of translation technology solutions. MultiCorpora’s operations are included in the Strategic Services segment.

On January 31, 2014, the Company acquired Consolidated Graphics, Inc. (“Consolidated Graphics”), a provider of digital and commercial printing, fulfillment services, print management and proprietary Internet-based technology solutions, with operations in North America, Europe and Asia. The purchase price for Consolidated Graphics was $359.9 million in cash and 16.0 million shares of RR Donnelley common stock, or a total transaction value of $660.6 million based on the Company’s closing share price on January 30, 2014, plus the assumption of Consolidated Graphics’ debt of $118.4 million. Immediately following the acquisition, the Company repaid substantially all of the debt assumed. Consolidated Graphics’ operations are primarily included in the Variable Print segment. In the second quarter of 2014, Consolidated Graphics’ operations in the Czech Republic and Japan were moved from the Variable Print segment to the Europe and Asia reporting units, respectively, within the International segment to reflect corresponding changes in the management reporting structure of the organization. All prior periods have been reclassified to conform to the current reporting structure.

On February 7, 2014, the Company sold the assets and liabilities of Office Tiger Global Real Estate Service Inc. (“GRES”), its commercial and residential real estate advisory services, for net proceeds of $2.3 million and a loss of $0.7 million. The operations of the GRES business were included in the International segment.

During the fourth quarter of 2013, the Company sold the assets and liabilities of R.R. Donnelley SAS (“MRM France”), its direct mail business located in Cosne sur Loire, France, for a loss of $17.9 million, which included cash incentive payments due to the purchaser of $18.8 million, of which $12.0 million were paid as of June 30, 2014 with the remaining balance to be paid by January 2015. The operations of the MRM France business were included in the International segment.

Segment Descriptions

The Company operates primarily in the print and related services industry, with product and service offerings designed to offer customers complete solutions for communicating their messages to target audiences.

The Company’s segments and their product and service offerings are summarized below:

Publishing and Retail Services

The Publishing and Retail Services segment’s primary product offerings include magazines, catalogs, retail inserts, books, directories and packaging.

Variable Print

The Variable Print segment includes the Company’s U.S. short-run and transactional printing operations. This segment’s primary product offerings include commercial and digital print, direct mail, labels, statement printing, office products, forms and packaging.

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Strategic Services

The Strategic Services segment includes the Company’s financial print products and related services, logistics services, digital and creative solutions and print management offerings.

International

The International segment includes the Company’s non-U.S. printing operations in Asia, Europe, Latin America and Canada. This segment’s product and service offerings include magazines, catalogs, retail inserts, books, directories, direct mail, packaging, forms, labels, manuals, statement printing, commercial and digital print, logistics services and digital and creative solutions. Additionally, this segment includes the Company’s business process outsourcing and Global Turnkey Solutions operations. Business process outsourcing provides transactional print and outsourcing services, statement printing, direct mail and print management offerings through its operations in Europe, Asia and North America. Global Turnkey Solutions provides outsourcing capabilities, including product configuration, customized kitting and order fulfillment for technology, medical device and other companies around the world through its operations in Europe, North America and Asia.

Corporate

Corporate consists of unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, communications, certain facility costs and LIFO inventory provisions. In addition, certain costs and earnings of employee benefit plans, such as pension and other postretirement benefits plan expense (income) and share-based compensation, are included in Corporate and not allocated to the operating segments. Corporate also manages the Company’s cash pooling structures, which enables participating international locations to draw on the Company’s overseas cash resources to meet local liquidity needs.

Products and Services

The Company separately reports its net sales, related costs of sales and gross profit for its product and service offerings. The Company’s product offerings primarily consist of magazines, catalogs, retail inserts, direct mail, statement printing, books, directories, financial print, labels, forms, commercial and digital print, packaging, office products, manuals and other related products procured through the Company’s print management offering. The Company’s service offerings primarily consist of logistics, EDGAR-related and eXtensible Business Reporting Language (“XBRL”) financial services, certain business outsourcing services and digital and creative solutions.

Executive Summary

Financial Performance: Three Months Ended June 30, 2014

The changes in the Company’s income from operations, operating margin, net earnings attributable to RR Donnelley common shareholders and net earnings attributable to RR Donnelley common shareholders per diluted share for the three months ended June 30, 2014, from the three months ended June 30, 2013, were due to the following:

 

2014 restructuring, impairment and other charges - net: included $9.1 million for employee termination costs; $6.8 million of lease termination and other restructuring costs, including charges related to multi-employer pension plan withdrawal obligations as a result of facility closures; $3.8 million for other estimated charges related to the decision to partially withdraw

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from certain multi-employer pension plans serving facilities that are currently operating; and $3.1 million for impairment of other long-lived assets, primarily for buildings and machinery and equipment associated with facility closures.

2013 restructuring, impairment and other charges - net: included pre-tax charges of $8.8 million of lease termination and other restructuring costs, including charges related to multi-employer pension plan withdrawal obligations; $7.3 million for employee termination costs; and $3.7 million for impairment of other long-lived assets, primarily for buildings and machinery and equipment associated with facility closures.

Acquisition-related expenses: included pre-tax charges of $0.5 million ($0.5 million after-tax) related to legal, accounting and other expenses for the three months ended June 30, 2014 associated with completed or contemplated acquisitions. For the three months ended June 30, 2013, these pre-tax charges were $0.1 million ($0.1 million after-tax) for acquisitions contemplated.

Purchase accounting inventory adjustment: included pre-tax charges of $2.2 million ($1.5 million after-tax) for the three months ended June 30, 2014 as a result of an inventory purchase accounting adjustment for Esselte.

Venezuela currency remeasurement: currency remeasurement in Venezuela, net of foreign exchange gains, resulted in a net pre-tax gain of $3.2 million ($0.9 million after-tax), of which $0.7 million was included in income attributable to noncontrolling interests for the three months ended June 30, 2014.

Gain - net on bargain purchase adjustment: acquisition of Esselte resulted in a pre-tax reduction in the previously recorded gain of $6.1 million ($6.1 million after-tax) for the three months ended June 30, 2014 as a result of finalizing the purchase price allocation.

Loss on investments: included pre-tax impairment losses on equity investments of $5.5 million ($3.6 million after-tax) for the three months ended June 30, 2013.

Operations: reflected the acquisitions of Consolidated Graphics and Esselte, increased volume in logistics, higher pension and other postretirement benefits plan income and cost savings from restructuring activities, partially offset by price pressures primarily in Publishing and Retail Services and International and wage and other inflation in International.  See further details in the review of operating results by segment below.

Financial Performance: Six Months Ended June 30, 2014

The changes in the Company’s income from operations, operating margin, net earnings attributable to RR Donnelley common shareholders and net earnings attributable to RR Donnelley common shareholders per diluted share for the six months ended June 30, 2014, from the six months ended June 30, 2013, were due to the following:

 

2014 restructuring, impairment and other charges - net: included pre-tax charges of $24.3 million related to the decision to withdraw from certain multi-employer pension plans serving facilities that are currently operating; $23.0 million for employee termination costs; and $10.9 million of lease termination and other restructuring costs, including charges related to multi-employer pension plan withdrawal obligations as a result of facility closures; and $9.8 million for impairment of other long-lived assets, primarily for buildings and machinery and equipment associated with facility closures.

2013 restructuring, impairment and other charges - net: included pre-tax charges of $16.1 million for employee termination costs; $18.6 million of lease termination and other restructuring costs, including charges related to multi-employer

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pension plan withdrawal obligations; and $7.8 million for impairment of other long-lived assets, primarily for buildings and machinery and equipment associated with facility closures.

Acquisition-related expenses: included pre-tax charges of $8.2 million ($6.7 million after-tax) related to legal, accounting and other expenses for the six months ended June 30, 2014 associated with completed or contemplated acquisitions. For the six months ended June 30, 2013, these pre-tax charges were $1.1 million ($1.1 million after-tax) for acquisitions contemplated or completed in subsequent periods.

Purchase accounting inventory adjustments: included pre-tax charges of $14.3 million ($9.1 million after-tax) for the six months ended June 30, 2014 as a result of inventory purchase accounting adjustments for Consolidated Graphics and Esselte.

Loss on disposal of business: included a pre-tax loss on the disposal of GRES in the International segment of $0.7 million ($0.4 million after-tax).

Loss on debt extinguishment: included a pre-tax loss of $77.1 million ($49.8 million after-tax) for the six months ended June 30, 2014, related to the premiums paid, unamortized debt issuance costs and other expenses due to the repurchase of $211.1 million of the 8.25% senior notes due March 15, 2019, $100.0 million of the 7.25% senior notes due May 15, 2018 and $50.0 million of the 7.625% senior notes due June 15, 2020. For the six months ended June 30, 2013, a pre-tax loss of $35.6 million ($23.1 million after-tax) was recognized related to the premiums paid, unamortized debt issuance costs and other expenses due to the repurchase of $173.5 million of the 6.125% senior notes due January 15, 2017, $130.2 million of the 8.60% senior notes due August 15, 2016 and $50.0 million of the 7.25% senior notes due May 15, 2018.

Venezuela currency remeasurement: currency remeasurement in Venezuela resulted in a pre-tax loss, net of foreign exchange gains, of $18.6 million ($14.0 million after-tax), of which $6.4 million was included in loss attributable to noncontrolling interests for the six months ended June 30, 2014. For the six months ended June 30, 2013, the currency devaluation in Venezuela resulted in a pre-tax loss of $3.2 million ($3.2 million after-tax), of which $1.0 million was included in loss attributable to noncontrolling interests.

Gain on bargain purchase: acquisition of Esselte resulted in a pre-tax gain of $10.5 million ($10.5 million after-tax) for the six months ended June 30, 2014.

Loss on investments: included pre-tax impairment losses on equity investments of $5.5 million ($3.6 million after-tax) for the six months ended June 30, 2013.

Operations: reflected the acquisitions of Consolidated Graphics and Esselte, increased volume in logistics and higher pension and other postretirement benefits plan income, partially offset by price pressures and wage and other inflation in the International segment. The decrease in net earnings reflected an increase in interest expense resulting from an increase in debt, including higher average credit facility borrowings and lower interest income. See further details in the review of operating results by segment below.

Overview

Net sales increased in the second quarter of 2014 compared to the same period in the prior year primarily due to the acquisitions of Consolidated Graphics and Esselte. On a pro forma basis, the Company’s net sales increased by approximately 0.5% (see Note 2 to the Condensed Consolidated Financial Statements). The net sales increase on a pro forma basis was primarily due to increased volume in the Strategic Services and Variable Print segments, partially offset by price pressures, changes in foreign exchange rates and volume declines in the Publishing and Retail Services segment.

The Company made significant progress in the integration of Consolidated Graphics and Esselte during the second quarter. Restructuring actions to eliminate duplicate facilities and personnel have been implemented throughout the affected operations. Along with the Company’s continuing focus on productivity improvement, these actions are expected to result in significant cost savings.

As the majority of the Company’s pension plans have been frozen as of December 31, 2012, the Company continues to transition to a risk management approach for its U.S. pension plan assets. The overall investment objective of this approach is to further reduce the risk of significant decreases in the plan’s funded status by allocating a larger portion of the plan’s assets to investments expected to hedge the impact of interest rate risks on the plan’s obligation.

In June 2014 the Company communicated to certain former employees the option to receive a lump-sum pension payment or annuity, with payments beginning in the fourth quarter of 2014. To the extent eligible individuals elect the option to receive a lump-sum pension payment or annuity, the Company’s pension obligations will be reduced. The Company expects to record a significant non-cash settlement charge in the fourth quarter in connection with the settlement payments. The amount of this charge will depend on which and how many individuals elect the option to receive a lump-sum pension payment or annuity, as well as the discount rate and asset values on the settlement date.

Net cash provided by operating activities for the six months ended June 30, 2014 was $69.7 million as compared to $57.9 million for the six months ended June 30, 2013. The increase in net cash provided by operating activities reflected higher net sales and

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lower supplier payments in the first half of 2014 due to timing and lower payments for income taxes, partially offset by higher pension and other postretirement benefit plan contributions, higher payments related to incentive compensation and higher interest payments. Similar to prior years, the Company expects higher net cash inflows from operations in the second half of 2014 as compared to the first half of 2014 due to normal operating cycles of the Company’s business.

OUTLOOK

Competition and Strategy

The print and related services industry, in general, continues to have excess capacity and remains highly competitive. Despite some consolidation in recent years, the industry remains highly fragmented. Across the Company’s range of products and services, competition is based primarily on price in addition to quality and the ability to service the unique and varied needs of customers. Management expects that prices for the Company’s products and services will continue to be a focal point for customers in coming years. Therefore, the Company believes it needs to continue to lower its cost structure and differentiate its product and related service offerings.

Technological changes, including the electronic distribution of documents and data, online distribution and hosting of media content, and advances in digital printing, print-on-demand and Internet technologies, continue to impact the market for the Company’s products and services. The Company seeks to utilize the distinctive capabilities of its products and services to improve its customers’ communications, whether in paper or electronic form. The Company’s goal remains to help its customers succeed by delivering effective and targeted communications in the right format to the right audiences at the right time. Management believes that with the Company’s competitive strengths, including its broad range of complementary print-related services, strong logistics capabilities, technology leadership, depth of management experience, customer relationships and economies of scale, the Company has developed and can further develop valuable, differentiated solutions for its customers. The Company seeks to draw on its unified platform and strong customer relationships in order to serve a larger share of its customers’ print and related services needs.

The impact of digital technologies has been felt in many print products. Electronic communication and transaction technology has eliminated or reduced the role of many traditional printed products and has continued to drive electronic substitution in directory and statement printing, in part driven by environmental concerns and cost pressures at key customers. In addition, e-book substitution is having a continuing impact on consumer print book volume, though adoption rates are stabilizing, and a limited impact on educational and specialty books. Digital technologies have also impacted printed magazines, as advertiser spending has moved from print to electronic media. The future impact of technology on the Company’s business is difficult to predict and could result in additional expenditures to restructure impacted operations or develop new technologies. In addition, the Company has made targeted acquisitions and investments in the Company’s existing business to offer customers innovative services and solutions that further secure the Company’s position as a technology leader in the industry.

The acquisitions of Consolidated Graphics, Esselte and MultiCorpora support the Company’s strategic objective of generating profitable growth and improved cash flow and liquidity through targeted acquisitions. These acquisitions are expected to enhance the Company’s existing capabilities and ability to serve its customers as well as provide cost savings opportunities on the combined operations.

The Company has implemented a number of strategic initiatives to reduce its overall cost structure and improve efficiency, including the restructuring, reorganization and integration of operations and streamlining of administrative and support activities. Future cost reduction initiatives could include the reorganization of operations and the consolidation of facilities. Implementing such initiatives might result in future restructuring or impairment charges, which may be substantial. Management also reviews the Company’s operations and management structure on a regular basis to balance appropriate risks and opportunities to maximize efficiencies and to support the Company’s long-term strategic goals.

Seasonality

Advertising and consumer spending trends affect demand in several of the end-markets served by the Company. Historically, demand for printing of magazines, catalogs, retail inserts and books is higher in the second half of the year driven by increased advertising pages within magazines, and holiday volume in catalogs, retail inserts and books. This typical seasonal pattern can be impacted by overall trends in the U.S. and world economy. The Company expects the seasonality impact in 2014 and future years to be in line with historical patterns. However, as a result of the acquisition of Consolidated Graphics, the Company expects 2014 and future years to be affected by the impact of election cycles on election-related print business.

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Raw materials

The primary raw materials the Company uses in its print businesses are paper and ink. The Company negotiates with leading suppliers to maximize its purchasing efficiencies and uses a wide variety of paper grades, formats, ink formulations and colors. In addition, a substantial amount of paper used by the Company is supplied directly by customers. Variations in the cost and supply of certain paper grades and ink formulations used in the manufacturing process may affect the Company’s consolidated financial results. Paper prices fluctuated during the first six months of 2014, and volatility in the future is expected. Generally, customers directly absorb the impact of changing prices on customer-supplied paper. With respect to paper purchased by the Company, the Company has historically passed most changes in price through to its customers. Contractual arrangements and industry practice should support the Company’s continued ability to pass on any future paper price increases, but there is no assurance that market conditions will continue to enable the Company to successfully do so. Management believes that the paper supply is consolidating, and there may be shortfalls in the future in supplies necessary to meet the demands of the entire marketplace. Higher paper prices and tight paper supplies may have an impact on customers’ demand for printed products. The Company has undertaken various strategic initiatives to mitigate any foreseeable supply disruptions with respect to the Company’s ink requirements. The Company also resells waste paper and other print-related by-products and may be impacted by changes in prices for these by-products.

The Company continues to monitor the impact of changes in the price of crude oil and other energy costs, which impact the Company’s ink suppliers, logistics operations and manufacturing costs. Crude oil and energy prices continue to be volatile. The Company believes its logistics operations will continue to be able to pass a substantial portion of any increases in fuel prices directly to its customers in order to offset the impact of related cost increases. The Company generally cannot pass on to customers the impact of higher energy prices on its manufacturing costs. However, the Company enters into fixed price contracts for a portion of its natural gas purchases to mitigate the impact of changes in energy prices. The Company cannot predict sudden changes in energy prices and the impact that they might have upon either future operating costs or customer demand and the related impact either will have on the Company’s consolidated annual results of operations, financial position or cash flows.

Distribution

The Company’s products are distributed to end-users through the U.S. or foreign postal services, through retail channels, electronically or by direct shipment to customer facilities. Through its logistics operations, the Company manages the distribution of most customer products printed by the Company in the U.S. and Canada to maximize efficiency and reduce costs for customers.

Postal costs are a significant component of many customers’ cost structures and postal rate changes can influence the quantity that the Company’s customers are willing to print and mail. On January 27, 2013, the United States Postal Service (“USPS”) increased postage rates across all classes of mail by approximately 2.6%, on average. Under the 2006 Postal Accountability and Enhancement Act, it had been anticipated that postage would increase annually by an amount equal to or slightly less than the Consumer Price Index (the “CPI”). However, on December 24, 2013, the Postal Regulatory Commission (the “PRC”) approved the USPS Board of Governors’ request under the Exigency Provision in the applicable law for price increases of 4.3%. The exigent rate increase was implemented in addition to a 1.7% rate increase, equal to the CPI, for total price increases of 6.0%, on average, across all mail categories, effective January 26, 2014. According to the PRC’s ruling, which is currently being appealed, the USPS must develop a plan to phase out the exigent rate increase once it has produced the revenue justified by the request. As of June 30, 2014, the USPS has not presented a plan for the required phase out. As a leading provider of print logistics and among the largest mailers of standard mail in the U.S., the Company works closely with its customers and the USPS to offer innovative products and services to minimize postage costs. While the Company does not directly absorb the impact of higher postal rates on its customers’ mailings, demand for products distributed through the U.S. or foreign postal services is expected to be impacted by changes in postal rates. The impact to the Company of the USPS’s restructuring plans, many of which require legislative action, cannot currently be estimated. Mail delivery services through the USPS accounted for approximately 45% of the Company’s logistics revenues during the six months ended June 30, 2014.

During the six months ended June 30, 2014, the Company experienced an increase in its costs of transportation, largely as a result of the severe winter weather in the first quarter, an industry-wide shortage of drivers, regulations restricting the number of hours drivers can work and a decrease in truck capacity. The Company’s ability to pass on these increased costs to its customers varies based on contractual arrangements. Industry practice should support the Company’s ability to pass on these cost increases when contractually allowed, but there is no assurance that market conditions will continue to enable the Company to successfully do so.

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Goodwill Impairment Assessment

The Company performs its goodwill impairment tests annually as of October 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. As part of its interim review for indicators of impairment, management analyzed potential changes in value of individual reporting units with goodwill based on each reporting unit’s operating results for the six months ended June 30, 2014 compared to expected results. In addition, management considered how other key assumptions, including discount rates and expected long-term growth rates, used in the last fiscal year’s impairment analysis, could be impacted by changes in market conditions and economic events.

Management considered trends in these factors when performing its assessment of whether an interim impairment review was required for any reporting unit. Based on this interim assessment, management concluded that as of June 30, 2014, no events or changes in circumstances indicated that it was more likely than not that the fair value for any reporting unit had declined below its carrying value. Nevertheless, significant changes in global economic and market conditions could result in changes to expectations of future financial results and key valuation assumptions. Such changes could result in revisions of management’s estimates of the fair value of the Company’s reporting units and could result in a material impairment of goodwill as of October 31, 2014, the Company’s next annual measurement date.

Pension and Other Postretirement Benefit Plans

The funded status of the Company’s pension and other postretirement benefits plans is dependent upon many factors, including returns on invested assets and the level of certain market interest rates. Market conditions may lead to changes in the discount rates (used to value the year-end benefit obligations of the plans) and the market value of the securities held by the plans, which could significantly increase or decrease the funded status of the plans. The Company reviews its actuarial assumptions on an annual basis as of December 31. Based on current estimates, the Company expects to make required cash contributions of approximately $59 million to $79 million to its pension and other postretirement benefits plans in 2014, of which $27.5 million has been contributed during the six months ended June 30, 2014, and approximately $24 million to $29 million in 2015.

As the majority of the Company’s pension plans have been frozen as of December 31, 2012, the Company continues to transition to a risk management approach for its U.S. pension plan assets. The overall investment objective of this approach is to further reduce the risk of significant decreases in the plan’s funded status by allocating a larger portion of the plan’s assets to investments expected to hedge the impact of interest rate risks on the plan’s obligation. Over time, the target asset allocation percentage for the pension plan is expected to decrease for equity and other securities and increase for fixed income investments. The assumed long-term rate of return for plan assets, which is determined annually, is likely to decrease as the asset allocation shifts over time.

In June 2014 the Company communicated to certain former employees the option to receive a lump-sum pension payment or annuity, with payments beginning in the fourth quarter of 2014. To the extent eligible individuals elect the option to receive a lump-sum pension payment or annuity, the Company’s pension obligations will be reduced. Payments to eligible participants who elect to participate in the offer will be funded from existing pension plan assets and will constitute a complete settlement of the Company’s pension liabilities with respect to these participants.  The discount rates and actuarial assumptions used to calculate the payouts will be determined according to federal regulations. The Company expects the discount rates to approximate those used to calculate its pension obligation for financial reporting purposes. The reduction in the reported pension obligation is expected to be higher than the payout amounts. The Company expects to record a significant non-cash settlement charge in the fourth quarter in connection with the settlement payments. This charge will result from the recognition in earnings of a portion of the losses recorded in accumulated other comprehensive loss based on the proportion of the obligation settled. The amount of this charge will depend on which and how many individuals elect the option to receive a lump-sum pension payment or annuity, as well as the discount rate and asset values on the settlement date.

As of June 30, 2014, the Company was contributing to one active defined benefit multi-employer pension plan. During the six months ended June 30, 2014, the Company recorded restructuring, impairment and other charges of $24.3 million associated with our estimated liability for withdrawing from three defined benefit multi-employer pension plans serving facilities that are currently operating. It is reasonably possible that the Company will withdraw from the remaining multi-employer pension plan in which it participates in the near term, with a potential liability estimated to range from $5 million to $8 million in the aggregate.

The Company’s withdrawal liabilities could be affected by the financial stability of other employers participating in the plans and any decisions by those employers to withdraw from the plans in the future. While it is not possible to quantify the potential impact of future events or circumstances, reductions in other employers’ participation in multi-employer pension plans, including certain plans from which the Company has previously withdrawn, could have a material impact on the Company’s previously estimated withdrawal liabilities, consolidated results of operations, financial position or cash flows.

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Financial Review

In the financial review that follows, the Company discusses its consolidated results of operations, financial position, cash flows and certain other information. This discussion should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and related notes.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2014 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2013

The following table shows the results of operations for the three months ended June 30, 2014 and 2013, which includes the results of acquired businesses from the relevant acquisition dates:

 

Consolidated

Net sales of products for the three months ended June 30, 2014 increased $305.7 million, or 14.3%, to $2,440.7 million versus the same period in 2013, including a $3.7 million, or 0.2%, decrease due to changes in foreign exchange rates. Net sales of products increased due to the acquisitions of Consolidated Graphics and Esselte, price increases driven by inflation in Latin America, increased volume in Asia, sourcing, direct mail, office products and Global Turnkey Solutions and pass-through paper sales in Europe, partially offset by price pressures, lower compliance volume in financial print and lower volume in educational books.

Net sales from services for the three months ended June 30, 2014 increased $25.2 million, or 5.8%, to $461.8 million versus the same period in 2013, including a $2.5 million, or 0.6%, increase due to changes in foreign exchange rates. The increase in net sales from services was primarily due to higher volume in logistics as well as an increase in translation services and capital markets transactions. These increases were partially offset by the disposition of GRES in the first quarter of 2014 and lower creative services volume.

Products gross profit increased $64.6 million to $557.9 million for the three months ended June 30, 2014 versus the same period in 2013 due to the acquisitions of Consolidated Graphics and Esselte, price increases driven by inflation in Latin America and higher volume in Asia, partially offset by price pressures, wage and other inflation in the International segment, lower compliance volume in financial print and lower volume in educational books. Products gross margin decreased slightly from 23.1% to 22.9%, reflecting price pressures and wage inflation in the International segment, partially offset by price increases driven by inflation in Latin America and cost savings initiatives.

Services gross profit decreased $0.6 million to $104.3 million for the three months ended June 30, 2014 versus the same period in 2013 due to lower creative services volume, increased transportation costs and price pressures, primarily in the International segment, partially offset by higher volume in logistics, translation services and capital markets transactions. Services gross margin decreased from 24.0% to 22.6% due to increased transportation costs, partially offset by favorable mix in logistics.

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Selling, general and administrative expenses increased $45.1 million to $339.3 million, and from 11.4% to 11.7% as a percentage of net sales, for the three months ended June 30, 2014 versus the same period in 2013 reflecting increased costs as a result of the Consolidated Graphics and Esselte acquisitions, partially offset by an increase in pension and other postretirement benefits plan income.

For the three months ended June 30, 2014, the Company recorded net restructuring, impairment and other charges of $22.8 million compared to $19.8 million in the same period in 2013. In 2014, these charges included $9.1 million of employee termination costs for 159 employees, of whom 141 were terminated as of June 30, 2014. These charges were the result of the integration of Consolidated Graphics, including the closure of three Consolidated Graphics facilities and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $6.8 million for the three months ended June 30, 2014, including charges related to multi-employer pension plan withdrawal obligations as a result of facility closures. The Company also recorded $3.8 million of other charges as a result of its decision to withdraw from certain multi-employer pension plans serving facilities that are currently operating and $3.1 million of impairment charges primarily related to buildings, machinery and equipment and trade names associated with facility closures for the three months ended June 30, 2014.

Net restructuring, impairment and other charges for the three months ended June 30, 2013 included $7.3 million of employee termination costs for 186 employees, all of whom were terminated as of June 30, 2014. These charges were the result of the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $8.8 million for the three months ended June 30, 2013, including charges related to multi-employer pension plan withdrawal obligations. The Company also recorded $3.7 million of impairment charges primarily related to buildings and machinery and equipment associated with facility closures.

Depreciation and amortization increased $10.9 million to $121.9 million for the three months ended June 30, 2014 compared to the same period in 2013, primarily due to the acquisitions of Consolidated Graphics and Esselte, partially offset by the impact of lower capital spending in recent years compared to historical levels. Depreciation and amortization included $20.5 million and $16.1 million of amortization of other intangible assets related to customer relationships, trade names, trademarks, licenses and agreements for the three months ended June 30, 2014 and 2013, respectively.

Income from operations for the three months ended June 30, 2014 was $178.2 million, an increase of 2.9% compared to the three months ended June 30, 2013. The increase was due to the acquisitions of Consolidated Graphics and Esselte, increased volume in logistics, higher pension and other postretirement benefits plan income and cost savings from restructuring activities, partially offset by price pressures primarily in Publishing and Retail Services and International and wage and other inflation in International.

 

Net interest expense increased by $5.3 million for the three months ended June 30, 2014 versus the same period in 2013, primarily due to an increase in debt, including higher average credit facility borrowings and lower interest income.

Net investment and other expense for the three months ended June 30, 2014 and 2013 was $2.3 million and $6.0 million, respectively. For the three months ended June 30, 2014, the Company recorded a $6.1 million reduction to the previously recorded Esselte bargain purchase gain, which was partially offset by a gain of $3.2 million related to the Venezuelan currency remeasurement, net of foreign exchange gains. For the three months ended June 30, 2013, the Company recorded $5.5 million of impairment losses on equity investments.

 

The effective income tax rate for the three months ended June 30, 2014 was 37.6% compared to 34.6% in the same period in 2013. The income tax rate for the period ended June 30, 2013 reflected the benefit related to the restructuring of certain foreign entities.

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Income attributable to noncontrolling interests was $0.9 million and $1.1 million for the three months ended June 30, 2014 and 2013, respectively. For the three months ended June 30, 2014, the Venezuelan currency remeasurement, net of foreign exchange gains, resulted in income attributable to noncontrolling interests of $0.7 million.

Net earnings attributable to RR Donnelley common shareholders for the three months ended June 30, 2014 was $64.7 million, or $0.32 per diluted share, compared to $65.4 million, or $0.36 per diluted share, for the three months ended June 30, 2013. In addition to the factors described above, the per share results reflect an increase in weighted average diluted shares outstanding of 18.2 million, primarily as a result of shares issued in conjunction with the Consolidated Graphics and Esselte acquisitions.

Information by Segment

The following tables summarize net sales, income (loss) from operations and certain items impacting comparability within each of the operating segments and Corporate. The amounts included in the net sales by reporting unit tables and the descriptions of the reporting units included therein generally reflect the primary products or services provided by each reporting unit. Included in these net sales amounts are sales of other products or services that may be produced within a reporting unit to meet customer needs and improve operating efficiency.

Publishing and Retail Services

 

 

Net sales for the Publishing and Retail Services segment for the three months ended June 30, 2014 were $625.9 million, a decrease of $23.4 million, or 3.6%, compared to 2013. Net sales decreased due to price pressures primarily in magazines, catalogs and retail inserts and directories, lower volume in educational books, decreased volume in directories, decreases in pass-through paper sales and lower volume and unfavorable mix in retail inserts, partially offset by increased volume and favorable mix in magazines and increased volume in book fulfillment and packaging. An analysis of net sales by reporting unit follows:

Publishing and Retail Services segment income from operations decreased $9.9 million for the three months ended June 30, 2014 due to price pressures, unfavorable mix in catalogs, volume declines in educational books and directories and lower vendor rebates. These decreases were partially offset by lower depreciation and amortization expense and cost control initiatives. Operating margins decreased from 5.8% for the three months ended June 30, 2013 to 4.4% for the three months ended June 30, 2014, primarily due to price pressures and volume declines in educational books, catalogs and directories, partially offset by lower depreciation and amortization expense and cost control initiatives.

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Variable Print

 

 

Net sales for the Variable Print segment for the three months ended June 30, 2014 were $957.4 million, an increase of $331.2 million, or 52.9%, compared to 2013, including a $1.5 million, or 0.2% decrease due to changes in foreign exchange rates. Net sales increased primarily due to the acquisitions of Consolidated Graphics and Esselte and higher volume in office products and direct mail, partially offset by price pressures and lower volume in forms and statement printing. An analysis of net sales by reporting unit follows:

Variable Print segment income from operations increased $23.2 million for the three months ended June 30, 2014 mainly due to the acquisitions of Consolidated Graphics and Esselte and higher print and fulfillment volume, partially offset by price pressures and lower volume in statement printing. Operating margins increased from 6.1% for the three months ended June 30, 2013 to 6.4% for the three months ended June 30, 2014 primarily due to higher volume in print and fulfillment, which was partially offset by an increase in depreciation and amortization, price declines and the purchase accounting inventory adjustment.

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Strategic Services

 

 

Net sales for the Strategic Services segment for the three months ended June 30, 2014 were $687.5 million, an increase of $26.8 million, or 4.1%, compared to the three months ended June 30, 2013, including a $0.7 million, or 0.1%, increase due to changes in foreign exchange rates. Net sales increased primarily due to higher volume in logistics and the sourcing of commercial print products as well as an increase in capital markets and translation services activity, partially offset by a decline in compliance volume in financial and lower volume in creative services. An analysis of net sales by reporting unit follows:

Strategic Services segment income from operations remained flat at $81.1 million for the three months ended June 30, 2014. Increased volume and favorable pricing in logistics were offset by higher costs of transportation and restructuring, impairment and other charges and declines in compliance and creative services volume. Operating margins decreased from 12.3% to 11.8%, of which 0.4 percentage points were due to higher restructuring, impairment, and other charges. Increases in costs of transportation and declines in compliance and creative services volume were largely offset by favorable mix in logistics.

International

 

 

 

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Net sales in the International segment for the three months ended June 30, 2014 were $631.7 million, a decrease of $3.7 million, or 0.6%, compared to the same period in 2013, including a $0.4 million, or 0.1%, decrease due to changes in foreign exchange rates. The net sales decrease was due to lower pass-through print management volume in business process outsourcing, price pressures in Asia, the sale of GRES in the first quarter of 2014 and the sale of MRM France during the fourth quarter of 2013. These decreases were partially offset by higher volume within Asia and Global Turnkey Solutions and higher pass-through paper sales in Europe. An analysis of net sales by reporting unit follows:

International segment income from operations decreased $4.6 million primarily due to price pressures, primarily in Asia, changes in foreign exchange rates and wage inflation in Latin America, partially offset by higher volume in Asia, lower restructuring, impairment and other charges and lower depreciation and amortization expense. Operating margins decreased from 4.6% for the three months ended June 30, 2013 to 3.9% for the three months ended June 30, 2014, reflecting price pressures in Asia and the impact of foreign exchange and wage inflation in Latin America, partially offset by lower restructuring, impairment and other charges.

Corporate

Corporate operating expenses in the three months ended June 30, 2014 were $17.1 million, an increase of $3.7 million compared to the same period in 2013. The increase was driven by higher bad debt expense and an increase in restructuring, impairment and other charges, partially offset by higher pension and other postretirement benefits plan income and lower healthcare costs.

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RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2013

The following table shows the results of operations for the six months ended June 30, 2014 and 2013, which includes the results of acquired businesses from the relevant acquisition dates:

 

Consolidated

Net sales of products for the six months ended June 30, 2014 increased $401.7 million, or 9.4%, to $4,666.4 million versus the same period in 2013, including a $14.0 million, or 0.3%, decrease due to changes in foreign exchange rates. Net sales of products increased due to the acquisitions of Consolidated Graphics and Esselte, price increases driven by inflation in Latin America and increased volume in Asia, sourcing and direct mail, partially offset by price pressures, lower volume in educational books, lower pass-through paper sales, lower compliance volume in financial print and the sale of MRM France during the fourth quarter of 2013.

Net sales from services for the six months ended June 30, 2014 increased $64.5 million, or 7.6%, to $909.9 million versus the same period in 2013, including a $3.7 million, or 0.4%, increase due to changes in foreign exchange rates. The increase in net sales from services was primarily due to higher volume in logistics, capital markets transactions and translation services. These increases were partially offset by the disposition of GRES in the first quarter of 2014.

Products gross profit increased $83.0 million to $1,037.7 million for the six months ended June 30, 2014 versus the same period in 2013 due to the acquisitions of Consolidated Graphics and Esselte, price increases driven by inflation in Latin America and increased volume in Asia, partially offset by price pressures and wage and other inflation in the International segment. Products gross margin decreased slightly from 22.4% to 22.2%, reflecting price pressures, wage inflation in the International segment and the impact of inventory purchase accounting adjustments, partially offset by price increases driven by inflation in Latin America and cost savings initiatives.

Services gross profit decreased $4.1 million to $197.7 million for the six months ended June 30, 2014 versus the same period in 2013 due to increased transportation costs and price pressures and wage inflation primarily in the International segment. These decreases were partially offset by higher volume in logistics, capital markets transactions and translation services. Services gross margin decreased from 23.9% to 21.7% due to increased transportation costs, partially offset by favorable mix in logistics and capital markets transactions.

Selling, general and administrative expenses increased $79.4 million to $655.8 million, and from 11.3% to 11.8% as a percentage of net sales, for the six months ended June 30, 2014 versus the same period in 2013 reflecting increased costs as a result of the Consolidated Graphics and Esselte acquisitions, higher acquisition-related expenses, the prior year reversal of an earnout from an acquisition, an increase in bad debt expense and wage and other inflation in Latin America, partially offset by an increase in pension and other postretirement benefits plan income.

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For the six months ended June 30, 2014, the Company recorded net restructuring, impairment and other charges of $68.0 million compared to $42.5 million in the same period in 2013. In 2014, these charges included $23.0 million of employee termination costs for 408 employees, of whom 353 were terminated as of June 30, 2014. These charges were the result of the integration of Consolidated Graphics, including the closure of six Consolidated Graphics facilities as well as one additional facility closure within the Variable Print segment, one facility closure in the Publishing and Retail Services segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $10.9 million for the six months ended June 30, 2014, including charges related to multi-employer pension plan withdrawal obligations as a result of facility closures. The Company also recorded $24.3 million of other charges as a result of its decision to withdraw from certain multi-employer pension plans serving facilities that are currently operating and $9.8 million of impairment charges primarily related to buildings, machinery and equipment and trade names associated with facility closures for the six months ended June 30, 2014.

Net restructuring, impairment and other charges for the six months ended June 30, 2013 included $16.1 million of employee termination costs for 579 employees, substantially all of whom were terminated as of June 30, 2014. These charges were primarily the result of the closing of one manufacturing facility within each of the Publishing and Retail Services and Variable Print segments and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $18.6 million for the six months ended June 30, 2013, including charges related to multi-employer pension plan withdrawal obligations. The Company also recorded $7.8 million of impairment charges primarily related to buildings and machinery and equipment associated with facility closings for the six months ended June 30, 2013.

Depreciation and amortization increased $12.8 million to $237.4 million for the six months ended June 30, 2014 compared to the same period in 2013, primarily due to the acquisitions of Consolidated Graphics and Esselte, partially offset by the impact of lower capital spending in recent years compared to historical levels. Depreciation and amortization included $38.8 million and $32.4 million of amortization of other intangible assets related to customer relationships, trade names, trademarks, licenses and agreements for the six months ended June 30, 2014 and 2013, respectively.

Income from operations for the six months ended June 30, 2014 was $274.2 million, a decrease of $38.8 million, or 12.4%, compared to the six months ended June 30, 2013. The decrease was due to price pressures, wage and other inflation in Latin America, higher restructuring, impairment and other charges and costs associated with the acquisitions of Consolidated Graphics and Esselte, partially offset by increased volume in logistics, higher pension and other postretirement benefits plan income and cost savings from restructuring activities.

 

Net interest expense increased by $13.5 million for the six months ended June 30, 2014 versus the same period in 2013, primarily due to an increase in debt, including higher average credit facility borrowings and lower interest income.

Net investment and other expense for the six months ended June 30, 2014 and 2013 was $6.9 million and $9.5 million, respectively. The loss related to the Venezuelan currency remeasurement, net of foreign exchange gains, for the six months ended June 30, 2014, was $18.6 million, partially offset by a $10.5 million bargain purchase gain related to the Esselte acquisition. For the six months ended June 30, 2013, the Company recorded $5.5 million of impairment losses on equity investments and a $3.2 million loss related to the devaluation of the Venezuelan currency.

Loss on debt extinguishment, related to the premiums paid, unamortized debt issuance costs and other expenses for the six months ended June 30, 2014, was $77.1 million due to the repurchase of $211.1 million of the 8.25% senior notes due March 15, 2019, $100.0 million of the 7.25% senior notes due May 15, 2018 and $50.0 million of the 7.625% senior notes due June 15, 2020. Loss on debt extinguishment for the six months ended June 30, 2013 was $35.6 million related to the premiums paid, unamortized debt issuance costs and other expenses due to the repurchase of $173.5 million of the 6.125% senior notes due January 15, 2017, $130.2 million of the 8.60% senior notes due August 15, 2016 and $50.0 million of the 7.25% senior notes due May 15, 2018.

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The effective income tax rate for the six months ended June 30, 2014 was 33.1% compared to 34.2% in the same period in 2013.

Loss attributable to noncontrolling interests was $3.3 million and $0.7 million for the six months ended June 30, 2014 and 2013, respectively. For the six months ended June 30, 2014 and 2013, the Venezuelan currency remeasurement, net of foreign exchange gains, resulted in losses attributable to noncontrolling interests of $6.4 million and $1.0 million, respectively. The impact of the remeasurement was partially offset for the six months ended June 30, 2014 by an increase in the Company’s operating earnings in Venezuela.

Net earnings attributable to RR Donnelley common shareholders for the six months ended June 30, 2014 was $35.7 million, or $0.18 per diluted share, compared to $92.5 million, or $0.51 per diluted share, for the six months ended June 30, 2013. In addition to the factors described above, the per share results reflect an increase in weighted average diluted shares outstanding of 15.1 million as a result of shares issued in conjunction with the Consolidated Graphics and Esselte acquisitions.

Information by Segment

The following tables summarize net sales, income (loss) from operations and certain items impacting comparability within each of the operating segments and Corporate. The amounts included in the net sales by reporting unit tables and the descriptions of the reporting units included therein generally reflect the primary products or services provided by each reporting unit. Included in these net sales amounts are sales of other products or services that may be produced within a reporting unit to meet customer needs and improve operating efficiency.

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Publishing and Retail Services

 

 

Net sales for the Publishing and Retail Services segment for the six months ended June 30, 2014 were $1,268.6 million, a decrease of $45.1 million, or 3.4%, compared to 2013. Net sales decreased due to lower volume in educational books, price pressures in magazines, catalogs and retail inserts, decreases in pass-through paper sales and lower volume in directories, partially offset by higher volume in consumer books and magazines. An analysis of net sales by reporting unit follows:

Publishing and Retail Services segment income from operations decreased $21.8 million for the six months ended June 30, 2014 due to price pressures, higher restructuring, impairment and other charges and volume declines in educational books and directories. These decreases were partially offset by lower depreciation and amortization expense, cost control initiatives and favorable mix in consumer books. Operating margins decreased from 4.5% for the six months ended June 30, 2013 to 3.0% for the six months ended June 30, 2014, of which 0.6 percentage points were due to higher restructuring, impairment and other charges. The remaining decrease in operating margin was due to price pressures and volume declines in educational books and catalogs, partially offset by lower depreciation and amortization expense and cost savings from restructuring activities.

Variable Print

 

 

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Net sales for the Variable Print segment for the six months ended June 30, 2014 were $1,749.5 million, an increase of $474.9 million, or 37.3%, compared to 2013, including a $2.3 million, or 0.1% decrease due to changes in foreign exchange rates. Net sales increased due to the acquisitions of Consolidated Graphics and Esselte and higher volume in direct mail, office products, digital print and print and fulfillment, partially offset by price pressures and lower volume in statement printing, forms and commercial print. An analysis of net sales by reporting unit follows:

Variable Print segment income from operations decreased $6.5 million for the six months ended June 30, 2014 mainly due to higher restructuring, impairment and other charges, the charges resulting from purchase accounting inventory adjustments of $14.3 million from the Consolidated Graphics and Esselte acquisitions and price pressures. These were partially offset by higher volume resulting from the acquisitions of Consolidated Graphics and Esselte, higher volume in print and fulfillment and direct mail and cost control initiatives. Operating margins decreased from 7.5% for the six months ended June 30, 2013 to 5.1% for the six months ended June 30, 2014, of which 1.4 percentage points were due to higher restructuring, impairment and other charges and 1.1 percentage points were due to the purchase accounting inventory adjustments.

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Strategic Services

 

 

Net sales for the Strategic Services segment for the six months ended June 30, 2014 were $1,307.2 million, an increase of $54.5 million, or 4.4%, compared to the six months ended June 30, 2013, including a $0.2 million increase due to changes in foreign exchange rates. Net sales increased primarily due to higher volume in logistics, an increase in capital markets transactions activity in financial and higher volume in commercial print sourcing products and translation services in financial, partially offset by a decline in compliance and investment management products volume in financial. An analysis of net sales by reporting unit follows:

Strategic Services segment income from operations decreased $2.6 million for the six months ended June 30, 2014 due to higher costs of transportation, the prior year reversal of an earnout from an acquisition, higher restructuring, impairment and other charges and higher depreciation and amortization expense, partially offset by higher volume and favorable pricing in logistics. Operating margins decreased from 11.1% to 10.4%, of which 0.5 percentage points were due to the prior year reversal of an earnout. Additionally, changes in operating margins reflected an increase in transportation costs and higher restructuring, impairment and other charges, partially offset by favorable mix in logistics.

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International

 

 

Net sales in the International segment for the six months ended June 30, 2014 were $1,251.0 million, a decrease of $18.1 million, or 1.4%, compared to the same period in 2013, including a $8.2 million, or 0.7%, decrease due to changes in foreign exchange rates. The net sales decrease was due to lower pass-through print management volume in business process outsourcing, price pressures in Asia, the sale of MRM France during the fourth quarter of 2013 and the sale of GRES in the first quarter of 2014. These decreases were partially offset by increased labels, packaging products and book export volume in Asia, higher volume in Global Turnkey Services and higher pass-through paper sales in Europe. An analysis of net sales by reporting unit follows:

International segment income from operations decreased $2.3 million primarily due to wage inflation in Latin America and Asia, price pressures in Asia and changes in foreign exchange rates, partially offset by lower depreciation expense. Operating margins decreased from 4.5% to 4.4% due to wage inflation in Latin America and Asia and price pressures, mostly offset by lower restructuring, impairment and other charges and higher volume in Asia.

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Corporate

 

Corporate operating expenses in the six months ended June 30, 2014 were $44.3 million, an increase of $5.6 million compared to the same period in 2013. The increase was driven by higher bad debt expense and higher acquisition-related expenses, partially offset by higher pension and other postretirement benefits plan income and lower healthcare costs and restructuring, impairment and other charges.

LIQUIDITY AND CAPITAL RESOURCES

The Company believes it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its shareholders. Operating cash flows and the Company’s $1.15 billion senior secured revolving credit facility (the “Credit Agreement”) are the Company’s primary sources of liquidity and are expected to be used for, among other things, payment of interest and principal on the Company’s long-term debt obligations, distributions to shareholders that may be approved by the Board of Directors, acquisitions, capital expenditures as necessary to support productivity improvement and growth and completion of restructuring programs.

The following describes the Company’s cash flows for the six months ended June 30, 2014 and 2013.

Cash Flows From Operating Activities

Operating cash inflows are largely attributable to sales of the Company’s products and services. Operating cash outflows are largely attributable to recurring expenditures for raw materials, labor, rent, interest, taxes and other operating activities.

Net cash provided by operating activities was $69.7 million for the six months ended June 30, 2014, compared to $57.9 million for the same period in 2013. The increase in net cash provided by operating activities reflected higher net sales, lower supplier payments in the first half of 2014 due to timing and lower payments for income taxes, partially offset by higher pension and other postretirement benefit plan contributions, higher payments related to incentive compensation and higher interest payments.

Cash Flows From Investing Activities

Net cash used in investing activities for the six months ended June 30, 2014 was $471.7 million compared to $78.6 million for the six months ended June 30, 2013. Net cash used for the acquisitions of Consolidated Graphics, Esselte and MultiCorpora was $376.2 million during the six months ended June 30, 2014. Capital expenditures were $106.3 million during the first six months of 2014, an increase of $22.0 million as compared to the same period of 2013. The Company expects that capital expenditures for 2014 will be approximately $225 million to $250 million, compared to $216.6 million in 2013.

Cash Flows From Financing Activities

Net cash used in financing activities for the six months ended June 30, 2014 was $321.8 million compared to $44.9 million in the same period in 2013. Proceeds from borrowings under the Credit Agreement were used to pay $258.2 million of the 4.95% senior notes that matured during the second quarter. Additionally, during the six months ended June 30, 2014, the Company received proceeds of $400.0 million from the issuance of 6.00% senior notes due April 1, 2024, which were used to repurchase $211.1 million of the 8.25% senior notes due March 15, 2019, $100.0 million of the 7.25% senior notes due May 15, 2018 and $50.0 million of the 7.625% senior notes due June 15, 2020. The Company also repaid $118.3 million of debt and interest assumed from the Consolidated Graphics acquisition during the six months ended June 30, 2014. During the six months ended June 30, 2013, the Company received proceeds of $447.8 million from the issuance of 7.875% senior notes due March 15, 2021, which were used to repurchase $173.5 million of the 6.125% senior notes due January 15, 2017, $130.2 million of the 8.60% senior notes due August 15, 2016 and $50.0 million of the 7.25% senior notes due May 15, 2018.

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LIQUIDITY

Cash and cash equivalents of $288.9 million as of June 30, 2014 included $52.2 million in the U.S. and $236.7 million at international locations. In 2014, the Company’s foreign subsidiaries are expected to make intercompany payments to the U.S. of at least approximately $40 million from foreign cash balances available at June 30, 2014. In aggregate, approximately $250 million in payments are expected to be made in 2014 and in future years in satisfaction of intercompany obligations. The Company has recognized deferred tax liabilities of $4.8 million as of June 30, 2014 related to local taxes on certain foreign earnings that are not considered to be permanently reinvested. Certain other cash balances of foreign subsidiaries may be subject to U.S. or local country taxes if repatriated to the U.S. In addition, repatriation of some foreign cash balances is further restricted by local laws. Management regularly evaluates whether foreign earnings are expected to be permanently reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company and its foreign subsidiaries. Changes in economic and business conditions, foreign or U.S. tax laws, or the Company’s financial situation could result in changes to these judgments and the need to record additional tax liabilities.

Included in cash and cash equivalents of $288.9 million at June 30, 2014 were $32.5 million of short-term investments. These investments consist of short-term deposits and money market funds that are held at institutions with sound credit ratings and are expected to be highly liquid.

The Company’s debt maturities as of June 30, 2014 are shown in the following table:

 

 

The Company has a $1.15 billion senior secured revolving Credit Agreement which expires October 15, 2017. In order to provide greater flexibility due to the increased size of the Company as a result of the acquisitions of Consolidated Graphics and Esselte, certain terms of the Credit Agreement were amended effective April 11, 2014. The Company was in compliance with all terms of the Credit Agreement prior to the amendment (see Exhibit 4.7 for the amendment).

On April 1, 2014, cash on hand and borrowings under the Credit Agreement were used to pay the $258.2 million 4.95% senior notes that matured on April 1, 2014. In conjunction with the debt maturity, the related interest rate swaps with a notional amount of $258.0 million also matured.

Borrowings under the Credit Agreement bear interest at a base or Eurocurrency rate plus an applicable margin determined at the time of the borrowing. In addition, the Company pays facility commitment fees which fluctuate dependent on the Credit Agreement’s credit ratings. The Credit Agreement is used for general corporate purposes, including acquisitions and letters of credit. The Company’s obligations under the Credit Agreement are guaranteed by its material and certain other domestic subsidiaries and are secured by a pledge of the equity interests of certain subsidiaries, including most of its domestic subsidiaries, and a security interest in substantially all of the domestic current assets and mortgages of certain domestic real property of the Company.

The Credit Agreement is subject to a number of covenants, including a minimum interest coverage ratio and a maximum leverage ratio, as defined and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets.

There were $193.0 million in borrowings under the Credit Agreement as of June 30, 2014. Based on the Company’s results of operations for the twelve months ended June 30, 2014 and existing debt, the Company would have had the ability to utilize $0.9 billion of the $1.15 billion Credit Agreement and not have been in violation of the terms of the Credit Agreement.

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The current availability as of June 30, 2014 under the Credit Agreement is shown in the table below:

 

The Company was in compliance with its debt covenants as of June 30, 2014, and expects to remain in compliance based on management’s estimates of operating and financial results for 2014 and the foreseeable future. However, declines in market and economic conditions or demand for certain of the Company’s products and services could impact the Company’s ability to remain in compliance with its debt covenants in future periods. As of June 30, 2014, the Company met all the conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions.

The failure of a financial institution supporting the Credit Agreement would reduce the size of the Company’s committed facility unless a replacement institution were added. Currently, the Credit Agreement is supported by fifteen U.S. and international financial institutions.

As of June 30, 2014, the Company had $108.1 million in outstanding letters of credit and bank guarantees, of which $58.0 million were issued under the Credit Agreement. As of June 30, 2014, the Company also had $197.2 million in other uncommitted credit facilities, primarily outside the U.S. (the “Other Facilities”). As of June 30, 2014, letters of credit, guarantees and bank acceptance drafts of $74.7 million were issued, and reduced availability, under the Company’s Other Facilities. Total borrowings under the Credit Agreement and the Other Facilities (the “Combined Facilities”) were $205.5 million as of June 30, 2014.

As of June 30, 2014, Standard & Poor’s Rating Services (“S&P”) ratings on the Company’s long-term corporate credit rating is BB- with a stable outlook and its ratings on the Company’s senior unsecured debt and the Credit Agreement are BB- and BB+, respectively. Additionally, S&P assigned a rating of BB- to the Company’s $400.0 million 6.00% senior notes due April 1, 2024 issued on March 20, 2014.

As of June 30, 2014, Moody’s Investor Service (“Moody’s) ratings on the Company’s long-term corporate credit rating is Ba2 with a negative outlook and its ratings on the Company’s senior unsecured debt and the Credit Agreement were Ba3 and Baa2, respectively.  Additionally, Moody’s assigned a rating of Ba3 to the Company’s $400.0 million 6.00% senior notes due April 1, 2024 issued on March 20, 2014.

As a result of previous downgrades by Moody’s and S&P, the interest rate on the Company’s 11.25% senior notes due February 1, 2019 was 12.75% as of June 30, 2014 and December 31, 2013. The applicable margin used in the calculation of interest on borrowings under the Credit Agreement and rate for the related facility commitment fees fluctuate dependent on the Credit Agreement’s credit ratings. The terms and conditions of future borrowings may also be impacted as a result of ratings downgrades.

Dividends

During the six months ended June 30, 2014, the Company paid cash dividends of $99.2 million. On July 24, 2014, the Board of Directors of the Company declared a quarterly cash dividend of $0.26 per common share payable on September 2, 2014 to RR Donnelley shareholders of record on August 15, 2014.

The amendment to the Credit Agreement increased the allowable annual dividend from $200.0 million to $225.0 million. Additional dividends continue to be allowed subject to certain conditions. The Company’s Board of Directors must review and approve future dividend payments and will determine whether to declare additional dividends based on the Company’s operating performance, expected future cash flows, debt levels, liquidity needs and investment opportunities.

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Acquisitions and Dispositions

During the six months ended June 30, 2014, the Company paid $376.2 million of the total purchase prices, net of cash acquired, to purchase Consolidated Graphics, Esselte and MultiCorpora. The Company financed the cash portion of these acquisitions with a combination of cash on hand, including net proceeds from the $350.0 million 6.50% senior note issuance on November 12, 2013, and borrowings under the Credit Agreement.

During the three months ended December 31, 2013, the Company sold the assets and liabilities of MRM France for a loss of $17.9 million, which included cash incentive payments due to the purchaser of $18.8 million, of which $12.0 million was paid as of June 30, 2014 with the remaining balance to be paid by January 2015.

Debt Issuances

On March 20, 2014, the Company issued $400.0 million of 6.00% senior notes due April 1, 2024. Interest on the notes is payable semi-annually on April 1 and October 1, commencing on October 1, 2014. The net proceeds from the offering along with borrowings under the Credit Agreement were used to repurchase $211.1 million of the 8.25% senior notes due March 15, 2019, $100.0 million of the 7.25% senior notes due May 15, 2018 and $50.0 million of the 7.625% senior notes due June 15, 2020.

On November 12, 2013, the Company issued $350.0 million of 6.50% senior notes due November 15, 2023. Interest on the notes is payable semi-annually on May 15 and November 15 of each year. The net proceeds from the offering, along with cash on hand, were used to finance the cash portion of the acquisition of Consolidated Graphics.

On August 26, 2013, the Company issued $400.0 million of 7.00% senior notes due February 15, 2022. Interest on the notes is payable semi-annually on February 15 and August 15 of each year. The net proceeds from the offering were used to repurchase $200.0 million of the 7.25% senior notes due May 15, 2018, $100.0 million of the 5.50% senior notes due May 15, 2015 and $100.0 million of the 6.125% senior notes due January 15, 2017.

On March 14, 2013, the Company issued $450.0 million of 7.875% senior notes due March 15, 2021. Interest on the notes is payable semi-annually on March 15 and September 15 of each year. The net proceeds from the offering were used to repurchase $173.5 million of the 6.125% senior notes due January 15, 2017, $130.2 million of the 8.60% senior notes due August 15, 2016 and $50.0 million of the 7.25% senior notes due May 15, 2018 and to reduce borrowings under the Credit Agreement.

MANAGEMENT OF MARKET RISK

The Company is exposed to interest rate risk on its variable debt and price risk on its fixed-rate debt. At June 30, 2014, the Company was exposed to interest rate fluctuations on variable-interest borrowings of $395.5 million, including $190.0 million notional amount of interest rate swap agreements (See Note 15, Derivatives, to the Condensed Consolidated Financial Statements) and $205.5 million in borrowings under the Combined Facilities and other long-term debt. Including the effect of the fixed to floating interest rate swaps, approximately 90% of the Company’s outstanding term debt was comprised of fixed-rate debt as of June 30, 2014.

The Company assesses market risk based on changes in interest rates utilizing a sensitivity analysis that measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change in interest rates. Using this sensitivity analysis, such changes would not have a material effect on interest income or expense and cash flows and would change the fair values of fixed-rate debt at June 30, 2014 and 2013 by approximately $102.2 million and $103.1 million, respectively.

The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited in many countries because the operating revenues and expenses of its various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent that borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the subsidiary, the Company is exposed to currency risk and may enter into foreign exchange spot and forward contracts to hedge the currency risk. As of June 30, 2014 and December 31, 2013, the aggregate notional amount of outstanding foreign exchange forward contracts was approximately $360.3 million and $372.1 million, respectively (see Note 15, Derivatives, to the Condensed Consolidated Financial Statements). Net unrealized gains from these foreign exchange forward contracts were $0.4 million as of June 30, 2014.  Net unrealized losses from these foreign exchange forward contracts were $1.1 million at December 31, 2013. The Company does not use derivative financial instruments for trading or speculative purposes.

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OTHER INFORMATION

Litigation and Contingent Liabilities

For a discussion of certain litigation involving the Company, see Note 13, Commitments and Contingencies, to the Condensed Consolidated Financial Statements and Part II, Item 1, Legal Proceedings.

New Accounting Pronouncements and Pending Accounting Standards

Accounting standards adopted during the six months ended June 30, 2014 and pending standards and their estimated effect on the Company’s consolidated financial statements are described in Note 18, New Accounting Pronouncements, to the Condensed Consolidated Financial Statements.

CAUTIONARY STATEMENT

The Company has made forward-looking statements in this Quarterly Report on Form 10-Q that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the Company. Generally, forward-looking statements include information concerning possible or assumed future actions, events, or results of operations of the Company.

These statements may include, or be preceded or followed by, the words “may,” “will,” “should,” “might,” “could,” “would,” “potential,” “possible,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “hope” or similar expressions. The Company claims the protection of the Safe Harbor for Forward-Looking Statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Forward-looking statements are not guarantees of performance. The following important factors, in addition to those discussed elsewhere in this Quarterly Report on Form 10-Q, could affect the future results of the Company and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

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Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Undue reliance should not be placed on such statements, which speak only as of the date of this document or the date of any document that may be incorporated by reference into this document.

Consequently, readers of this Quarterly Report on Form 10-Q should consider these forward-looking statements only as the Company’s current plans, estimates and beliefs. The Company does not undertake 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 statements or to reflect the occurrence of anticipated or unanticipated events. The Company undertakes no obligation to update or revise any forward-looking statements in this Quarterly Report on Form 10-Q to reflect any new events or any change in conditions or circumstances.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Item 2 of Part I under “Management of Market Risk.” There have been no significant changes to the Company’s market risk since December 31, 2013. For a discussion of exposure to market risk, refer to Part II, Item 7A – Quantitative and Qualitative Disclosures about Market Risk, set forth in the Company’s 2013 Form 10-K.

 

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Item 4. Controls and Procedures

As required by Rule 13a-15(b) and Rule 15d-15(e) of the Securities Exchange Act of 1934, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of June 30, 2014, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures as of June 30, 2014 were effective in ensuring information required to be disclosed in our SEC reports was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company acquired Consolidated Graphics on January 31, 2014. Consolidated Graphics operated with a significantly different internal control environment than that of RR Donnelley. The Company’s evaluation of Consolidated Graphics’ internal controls over financial reporting and integration of Consolidated Graphics into the Company’s internal control structure is ongoing. Otherwise, there have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended June 30, 2014 that had materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

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PART II— OTHER INFORMATION

 

Item 1: Legal Proceedings

On May 8, 2014 the Company received a Notice of Violation letter from the U.S. Environmental Protection Agency ("EPA") alleging that the Company’s distribution and sale of certain office products involving antimicrobial properties violated the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) because they constituted unregistered pesticides.  The EPA is seeking civil penalties for the alleged violations.  The Company is evaluating the matter and anticipates having discussions with the EPA regarding a potential resolution, and although the Company cannot predict the outcome with certainty, it is not expected to have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

For a discussion of certain litigation involving the Company, see Note 13, Commitments and Contingencies, to the Condensed Consolidated Financial Statements.

 

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

 

 

Effective April 11, 2014, the Credit Agreement was amended, increasing the allowable annual dividend from $200.0 million to $225.0 million. Additional dividends continue to be allowed subject to certain conditions. See Exhibits 4.6 and 4.7 for additional details.

 

Item 4: Mine Safety Disclosures

Not applicable

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Item 6. Exhibits

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: July 30, 2014

 

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