GAAP NET SALES INCREASED 9% OVER PRIOR YEAR PERIOD; ORGANIC NET SALES UP 11% REPRESENTING SIXTH CONSECUTIVE QUARTER OF ORGANIC SALES GROWTH

ADJUSTED EBITDA INCREASED 18% OVER THE PRIOR YEAR PERIOD – STRONGEST THIRD QUARTER PERFORMANCE SINCE THE 2016 SPIN

R.R. Donnelley & Sons Company (“RRD” or the “Company”) today reported financial results for the third quarter of 2022.

Q3 Key messages

• GAAP net sales, including the impact of foreign exchange, increased $113 million or 8.9%; Non-GAAP organic net sales, excluding the impact of foreign exchange, increased 10.8% primarily from higher client demand for most of the Company’s products and services
• GAAP net income from continuing operations was up $26 million versus the prior year period
• Non-GAAP adjusted EBITDA of $142 million increased 18% over the third quarter of 2021; related margin increased 80 bps to 10.3%
• Non-GAAP adjusted net income of $64 million was up $21 million versus the prior year period
• Cash used in operating activities during the nine months ended September 30, 2022 was $221 million compared to $29 million in the prior year period; current year results reflect working capital investments due to increased volume and inflation in addition to $80 million of merger related payments
• Gross leverage ratio of 3.2x improved 0.5x from September 30, 2021; net leverage ratio of 2.7x improved 0.4x from the same period last year
• Trailing 12 months adjusted EBITDA improved from $410 million in 2021 to $510 million in 2022, which represents an increase of 24%

Financial highlights

The following table provides an overview of RRD’s financial performance:

Net sales in the third quarter were $1.38 billion, up $113.0 million or 8.9% from the third quarter of 2021. The majority of the increase relates to higher client demand for most of the Company’s products and services, and price increases to offset inflationary cost increases. The Company experienced significant growth in Commercial Print, Packaging, Labels and Direct Marketing products. Organic net sales increased 10.8%, excluding a negative impact of $24.8 million due to changes in foreign exchange rates.

Income from operations was $100.1 million in the third quarter of 2022 compared to $74.5 million in the third quarter of 2021. During the third quarter of 2022, net restructuring, impairment and other charges of $4.7 million increased $0.7 million from the prior year period.

Net income from continuing operations was $54.9 million in the third quarter of 2022 compared to $29.0 million reported in the third quarter of 2021. The increase in net income from continuing operations mostly reflects increased income from operations. The 2022 effective tax rate of 27.1% decreased from 42.6% in the prior year period primarily due to higher earnings relative to the non-deductible tax adjustments.

Non-GAAP adjusted EBITDA of $142.4 million increased $21.8 million from the prior year period. The increase was primarily due to the impact of higher net sales, ongoing cost control initiatives and favorable foreign exchange, partially offset by continued inflation.

Non-GAAP adjusted net income from continuing operations of $64.1 million in the third quarter of 2022 increased from $43.1 million in the third quarter of 2021 primarily due to higher adjusted income from operations, partially offset by higher income taxes on improved pre-tax income.

Other highlights and information

Cash used in operating activities during the nine months ended September 30, 2022 was $221.1 million compared to $29.0 million in the prior year period. The increase in cash used is primarily driven by working capital investments due to increased volume, including initiatives to accumulate inventory to better ensure availability for clients, inflation and $79.7 million of merger related payments.

Capital expenditures during the nine months ended September 30, 2022 were $49.1 million versus $48.6 million in the prior year period.

As of September 30, 2022, cash on hand was $237.5 million, down $42.7 million from December 31, 2021. Total debt outstanding at the end of the quarter was $1.62 billion, up $155.7 million from the prior year end. Availability under the credit facility was $159.6 million at September 30, 2022. Total liquidity, including cash on hand, was $397.1 million.

During the third quarter of 2022, the Company elected to change its inventory valuation method for inventories previously accounted for using the last-in, first-out method to the first-in, first-out method. The change in inventory valuation method has been retrospectively applied to all periods presented herein. The cumulative effect of this change in accounting principle on periods prior to those presented is reflected as an adjustment to the opening balance of retained earnings as of January 1, 2021.

Distribution of future earnings releases

As part of its transition to a privately owned company, the Company plans to publicly issue a press release related to its quarterly earnings and post the release to its website for each of the quarters in 2022. Beginning with the first quarter results of 2023, the Company expects to no longer issue its results publicly. Instead creditors, investors, clients, suppliers and other approved parties may submit a request for access to financial information on the investor relations page on the Company’s website.

About RRD

RRD is a leading global provider of marketing, packaging, print, and supply chain solutions that elevate engagement across the complete customer journey. The Company offers the industry’s most trusted portfolio of creative execution and world-wide business process consulting, with services designed to lower environmental impact. With 25,000 clients, including 92% of the Fortune 100, and 32,000 employees across 29 countries, RRD brings the expertise, execution, and scale designed to transform customer touchpoints into meaningful moments of impact.

For more information, visit the Company's web site at www.rrd.com.

Use of non-GAAP information

This news release contains non-GAAP financial measures, including non-GAAP SG&A, non-GAAP income from operations, non-GAAP Adjusted EBITDA, non-GAAP effective tax rate, non-GAAP adjusted net income, non-GAAP organic net sales and gross and net leverage ratios. The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide useful information about its operating results and enhance the overall ability to assess the Company’s financial performance. These measures should be considered in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. RRD uses these non-GAAP measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. Additional information relating to the adjustments for the non-GAAP SG&A, non-GAAP income from operations, non-GAAP Adjusted EBITDA, non-GAAP effective tax rate, non-GAAP adjusted net income, non-GAAP organic net sales and gross and net leverage ratios for RRD is set forth in the attached schedules.

Use of forward-looking statements

This news release includes certain “forward-looking statements” within the meaning of the federal securities laws, with respect to the business, strategy and plans of the Company and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about RRD’s management’s beliefs and expectations, are forward-looking statements. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While RRD believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond RRD’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from those in the forward-looking statements and may vary from RRD’s current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in RRD’s periodic public filings with the U.S. Securities and Exchange Commission (the “SEC”), including but not limited to those discussed under the “Risk Factors” section in RRD’s Form 10-K for the fiscal year ended December 31, 2021, and other filings with the SEC and in other investor communications of RRD from time to time. RRD does not undertake to and specifically disclaims any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

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