10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-4694

R.R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	36-1004130
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
111 South Wacker Drive, Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

(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 smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	x	Accelerated filer	¨
Non-Accelerated Filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

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 April 19, 2013, 181.5 million shares of common stock were outstanding.

R.R. DONNELLEY & SONS COMPANY

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

TABLE OF CONTENTS

		Page
PART I
FINANCIAL INFORMATION		3
Item 1:	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012	4
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4:	Controls and Procedures	61
PART II
OTHER INFORMATION
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 4:	Mine Safety Disclosures	62
Item 6:	Exhibits	62
Signatures		66

2  

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 share data)

(UNAUDITED)

	March 31,		December 31,
	2013		2012
ASSETS
Cash and cash equivalents	$	302.9	$	430.7
Receivables, less allowances for doubtful accounts of $ 50.6 in 2013 (2012—$49.6)		1,851.8		1,878.8
Inventories (Note 3)		504.4		510.2
Prepaid expenses and other current assets		155.3		157.7
Total current assets		2,814.4		2,977.4
Property, plant and equipment-net (Note 4)		1,544.9		1,616.6
Goodwill (Note 5)		1,431.9		1,436.4
Other intangible assets-net (Note 5)		366.4		382.9
Deferred income taxes		447.9		445.1
Other noncurrent assets		401.3		404.3
Total assets	$	7,006.8	$	7,262.7
LIABILITIES
Accounts payable	$	1,030.9	$	1,210.3
Accrued liabilities		698.4		825.2
Short-term and current portion of long-term debt (Note 14)		21.6		18.4
Total current liabilities		1,750.9		2,053.9
Long-term debt (Note 14)		3,512.2		3,420.2
Pension liabilities		1,126.0		1,150.5
Other postretirement benefits plan liabilities		240.4		241.7
Other noncurrent liabilities		326.9		327.7
Total liabilities		6,956.4		7,194.0
Commitments and Contingencies (Note 13)
EQUITY (Note 9)
RR Donnelley shareholders’ equity
Preferred stock, $1.00 par value
Authorized: 2.0 shares; Issued: None		—		—
Common stock, $1.25 par value
Authorized: 500.0 shares;
Issued: 243.0 shares in 2013 and 2012		303.7		303.7
Additional paid-in-capital		2,796.4		2,839.4
Accumulated deficit		(515.9)		(496.1)
Accumulated other comprehensive loss		(1,022.9)		(1,029.2)
Treasury stock, at cost, 61.6 shares in 2013 (2012 – 62.6 shares)		(1,524.2)		(1,565.0)
Total RR Donnelley shareholders’ equity		37.1		52.8
Noncontrolling interests		13.3		15.9
Total equity		50.4		68.7
Total liabilities and equity	$	7,006.8	$	7,262.7

(See Notes to Condensed Consolidated Financial Statements)

3  

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions)

(UNAUDITED)

	Three Months Ended
	March 31,
	2013		2012
Products net sales	$	2,129.7	$	2,196.5
Services net sales		408.8		328.4
Total net sales		2,538.5		2,524.9
Products cost of sales (exclusive of depreciation and amortization)		1,668.3		1,702.9
Services cost of sales (exclusive of depreciation and amortization)		311.9		242.1
Total cost of sales		1,980.2		1,945.0
Products gross profit		461.4		493.6
Services gross profit		96.9		86.3
Total gross profit		558.3		579.9
Selling, general and administrative expenses (exclusive of depreciation and amortization)		282.2		283.5
Restructuring and impairment charges-net (Note 6)		22.7		50.0
Depreciation and amortization		113.6		125.0
Income from operations		139.8		121.4
Interest expense-net		62.8		60.7
Investment and other expense (income)-net		3.5		(1.2)
Loss on debt extinguishment		35.6		12.1
Earnings before income taxes		37.9		49.8
Income tax expense		12.6		11.9
Net earnings		25.3		37.9
Less: Income (loss) attributable to noncontrolling interests		(1.8)		0.5
Net earnings attributable to RR Donnelley common shareholders	$	27.1	$	37.4
Net earnings per share attributable to RR Donnelley common shareholders (Note 10):
Basic net earnings per share	$	0.15	$	0.21
Diluted net earnings per share	$	0.15	$	0.21
Dividends declared per common share	$	0.26	$	0.26
Weighted average number of common shares outstanding:
Basic		181.2		179.4
Diluted		182.9		180.4

(See Notes to Condensed Consolidated Financial Statements)

4  

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(UNAUDITED)

	Three Months Ended
	March 31,
	2013		2012
Net earnings	$	25.3	$	37.9
Other comprehensive income, net of tax (Note 11):
Translation adjustments		7.1		41.8
Adjustment for net periodic pension and other postretirement benefits plan cost		(0.9)		0.7
Change in fair value of derivatives		0.1		0.3
Other comprehensive income		6.3		42.8
Comprehensive income		31.6		80.7
Less: comprehensive income (loss) attributable to noncontrolling interests		(1.8)		0.6
Comprehensive income attributable to RR Donnelley common shareholders	$	33.4	$	80.1

(See Notes to Condensed Consolidated Financial Statements)

5  

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(UNAUDITED)

	Three Months Ended
	March 31,
	2013		2012
OPERATING ACTIVITIES
Net earnings	$	25.3	$	37.9
Adjustments to reconcile net earnings to net cash used in operating activities:
Impairment charges		4.1		9.4
Depreciation and amortization		113.6		125.0
Provision for doubtful accounts receivable		2.7		2.7
Share-based compensation		4.0		7.4
Deferred income taxes		(8.8)		8.4
Changes in uncertain tax positions		0.8		2.2
Loss (gain) on sale of investments and other assets—net		0.3		(0.6)
Loss related to Venezuela currency devaluation		3.2		—
Loss on debt extinguishment		35.6		12.1
Net pension and other postretirement benefits plan income		(4.6)		(11.6)
Other		4.5		12.4
Changes in operating assets and liabilities—net of acquisitions:
Accounts receivable—net		8.9		1.7
Inventories		4.6		(2.5)
Prepaid expenses and other current assets		(0.7)		(6.4)
Accounts payable		(170.2)		(104.8)
Income taxes payable and receivable		(11.1)		(21.3)
Accrued liabilities and other		(99.5)		(107.4)
Pension and other postretirement benefits plan contributions		(8.5)		(16.6)
Net cash used in operating activities		(95.8)		(52.0)
INVESTING ACTIVITIES
Capital expenditures		(37.9)		(45.3)
Acquisitions of business, net of cash acquired		0.3		0.5
Proceeds from return of capital and sale of investments and other assets		1.1		1.1
Other investing activities		3.4		(2.6)
Net cash used in investing activities		(33.1)		(46.3)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		447.8		450.0
Net change in short-term debt		3.8		(0.5)
Payments of current maturities and long-term debt		(386.5)		(621.3)
Net proceeds from credit facility borrowings		—		262.0
Debt issuance costs		(7.8)		(7.0)
Dividends paid		(46.9)		(46.4)
Other financing activities		(6.7)		15.2
Net cash provided by financing activities		3.7		52.0
Effect of exchange rate on cash and cash equivalents		(2.6)		11.6
Net decrease in cash and cash equivalents		(127.8)		(34.7)
Cash and cash equivalents at beginning of year		430.7		449.7
Cash and cash equivalents at end of period	$	302.9	$	415.0

(See Notes to Condensed Consolidated Financial Statements)

6  

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, as well as an other than normal adjustment as described in the paragraph below, 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 for the year ended December 31, 2012 filed with the SEC on February 26, 2013. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2013. 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.

During the first quarter of 2012, the Company identified and recognized $19.8 million to correct an over-accrual for rebates owed to certain office products customers, which understated accounts receivable and net sales during the years 2008 through 2011. Following qualitative and quantitative review, the Company concluded that the over-accrual was not material to any prior period or to the full year 2012 or the trend of annual operating results.

2. Acquisitions

For the three months ended March 31, 2013, the Company recorded $1.0 million of acquisition-related expenses associated with contemplated acquisitions within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

2012 Acquisitions

On December 28, 2012, the Company acquired Presort Solutions (“Presort”), a provider of mail presorting services to businesses in various industries. The acquisition of Presort expanded the range of logistics co-mailing capabilities that the Company

7  

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)

can provide to its customers and enhanced its integrated offerings. The purchase price for Presort was $11.9 million, net of cash acquired of $0.8 million. Presort’s operations are included in the U.S. Print and Related Services segment.

On December 17, 2012, the Company acquired Meisel Photographic Corporation (“Meisel”), a provider of custom designed visual graphics products to the retail market. The acquisition of Meisel expanded and enhanced the range of services the Company offers to its customers. The purchase price for Meisel was $25.4 million, net of cash acquired of $1.0 million. Meisel’s operations are included in the U.S. Print and Related Services segment.

On September 6, 2012, the Company acquired Express Postal Options International (“XPO”), a provider of international outbound mailing services to pharmaceutical, e-commerce, financial services, information technology, catalog, direct mail and other businesses. The acquisition of XPO expanded the range of logistics capabilities that the Company can provide to its customers and enhanced its integrated offerings. The purchase price for XPO, which includes the Company’s estimate of contingent consideration, was $23.4 million, net of cash acquired of $1.0 million. The former owners of XPO may receive contingent consideration in the form of cash payments of up to $4.0 million subject to XPO achieving certain gross profit targets. As of the acquisition date, the Company estimated the fair value of the contingent consideration to be $3.5 million using a probability weighting of the potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation will be recognized in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. XPO’s operations are included in the U.S. Print and Related Services segment.

On August 14, 2012, the Company acquired EDGAR Online, a leading provider of disclosure management services, financial data and enterprise risk analytics software and solutions. The acquisition of EDGAR Online expanded and enhanced the range of services that the Company offers to its customers. The purchase price for EDGAR Online was $71.5 million, including debt assumed of $1.4 million and net of cash acquired of $2.1 million. Immediately following the acquisition, the Company repaid the $1.4 million of debt assumed. EDGAR Online’s operations are included in the U.S. Print and Related Services segment.

For the three months ended March 31, 2012, the Company recorded $0.3 million of acquisition-related expenses associated with acquisitions contemplated or completed in subsequent periods within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Presort, Meisel, XPO and EDGAR Online 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 acquisition date. The excess of the cost of the

8  

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)

acquisitions and the fair value of the contingent consideration over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. The tax deductible goodwill related to these acquisitions was $23.7 million.

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

Accounts receivable	$	18.3
Inventories		2.0
Prepaid expenses and other current assets		4.3
Property, plant and equipment		10.4
Amortizable other intangible assets		37.5
Other noncurrent assets		15.1
Goodwill		55.8
Accounts payable and accrued liabilities		(21.5)
Other noncurrent liabilities		(0.1)
Deferred taxes-net		10.4
Total purchase price-net of cash acquired		132.2
Less: debt assumed		1.4
Less: fair value of contingent consideration		3.5
Net cash paid	$	127.3

The fair values of technology, amortizable other intangible assets, contingent consideration and goodwill associated with the acquisitions of Presort, Meisel, XPO and EDGAR Online were determined to be Level 3 under the fair value hierarchy.

9  

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 following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements:

	Fair Value		Valuation Technique		Unobservable  Input	Range
Customer relationships	$	31.4	Excess earnings, with and without method	Discount rate Attrition rate		16.0% - 17.0% 7.0% - 20.0%
Technology		14.5	Excess earnings, relief-from-royalty method, cost approach	Discount rate Obsolescence factor Royalty rate (after-tax)		16.0% - 17.0% 10.0% - 20.0% 4.5%
Trade names		3.5	Relief-from-royalty method	Discount rate Royalty rate (after-tax)		15.5% - 17.0% 0.3% - 1.2%
Non-compete agreements		2.6	Excess earnings, with and without method	Discount rate		16.0% - 17.0%
Contingent consideration		3.5	Probability weighted discounted future cash flows	Discount rate		4.5%

Pro forma

If the 2012 acquisitions described above had occurred at January 1, 2011, the Company’s pro forma net sales for the three months ended March 31, 2012 would have been $2,591.7 million.

The unaudited pro forma net sales are 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.

10  

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 at March 31, 2013 and December 31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Raw materials and manufacturing supplies	$	222.0	$	214.2
Work in process		161.4		158.8
Finished goods		215.5		229.3
LIFO reserve		(94.5)		(92.1)
Total	$	504.4	$	510.2

4. Property, Plant and Equipment

The components of the Company’s property, plant and equipment at March 31, 2013 and December 31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Land	$	96.2	$	98.7
Buildings		1,159.3		1,167.0
Machinery and equipment		6,000.1		6,022.7
		7,255.6		7,288.4
Accumulated depreciation		(5,710.7)		(5,671.8)
Total	$	1,544.9	$	1,616.6

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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)

During the three months ended March 31, 2013 and 2012, depreciation expense was $88.5 million and $95.4 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 $24.1 million and $19.2 million at March 31, 2013 and December 31, 2012, respectively. These assets were included in other current assets in the Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012 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 for the three months ended March 31, 2013 were as follows:

	U.S. Print and
	Related Services		International		Total
Net book value as of December 31, 2012
Goodwill	$	3,299.2	$	1,321.5	$	4,620.7
Accumulated impairment losses		(1,989.9)		(1,194.4)		(3,184.3)
Total		1,309.3		127.1		1,436.4
Foreign exchange and other adjustments		(2.2)		(2.3)		(4.5)
Net book value as of March 31, 2013
Goodwill		3,297.0		1,278.1		4,575.1
Accumulated impairment losses		(1,989.9)		(1,153.3)		(3,143.2)
Total	$	1,307.1	$	124.8	$	1,431.9

12  

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 March 31, 2013 and December 31, 2012 were as follows:

	March 31, 2013							December 31, 2012
	Gross						Gross
	Carrying		Accumulated		Net Book		Carrying			Accumulated		Net Book
	Amount		Amortization		Value		Amount			Amortization		Value
Customer relationships	$	723.6	$	(395.7)	$	327.9	$		731.1	$	(388.0)	$	343.1
Patents		98.3		(98.1)		0.2			98.3		(98.1)		0.2
Trademarks, licenses and agreements		31.4		(26.6)		4.8			31.7		(26.1)		5.6
Trade names		26.9		(11.5)		15.4			27.1		(11.2)		15.9
Total amortizable other intangible assets		880.2		(531.9)		348.3			888.2		(523.4)		364.8
Indefinite-lived trade names		18.1		—		18.1			18.1		—		18.1
Total other intangible assets	$	898.3	$	(531.9)	$	366.4	$		906.3	$	(523.4)	$	382.9

Amortization expense for other intangible assets was $16.3 million and $24.3 million for the three months ended March 31, 2013 and 2012, respectively.

13  

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 following table outlines the estimated annual amortization expense related to other intangible assets as of March 31, 2013:

For the year ending December 31,	Amount
2013	$	64.1
2014		63.2
2015		57.6
2016		39.2
2017		32.8
2018 and thereafter		107.7
Total	$	364.6

6. Restructuring and Impairment Charges

Restructuring and Impairment Costs Charged to Results of Operations

For the three months ended March 31, 2013 and 2012, the Company’s net restructuring and impairment charges were as follows:

	March 31, 2013								March 31, 2012
	Employee		Other						Employee		Other
	Terminations		Charges		Impairment		Total		Terminations		Charges		Impairment		Total
U.S. Print and Related Services	$	7.1	$	8.5	$	3.9	$	19.5	$	28.4	$	3.3	$	8.0	$	39.7
International		1.7		0.5		(0.2)		2.0		3.8		0.6		1.0		5.4
Corporate		—		0.8		0.4		1.2		4.6		—		0.3		4.9
Total	$	8.8	$	9.8	$	4.1	$	22.7	$	36.8	$	3.9	$	9.3	$	50.0

14  

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 months ended March 31, 2013, the Company recorded net restructuring charges of $8.8 million for employee termination costs for 393 employees, of whom 127 were terminated as of March 31, 2013. These charges primarily related to the closing of two manufacturing facilities within the U.S. Print and Related Services segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $9.8 million for the three months ended March 31, 2013, including charges related to multi-employer pension plan withdrawal obligations. The Company also recorded $4.1 million of impairment charges primarily related to buildings and machinery and equipment associated with the facility closings for the three months ended March 31, 2013. 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 months ended March 31, 2012, the Company recorded net restructuring charges of $36.8 million for employee termination costs for 1,365 employees, substantially all of whom were terminated as of March 31, 2013. These charges primarily related to actions resulting from the reorganization of sales and administrative functions across all segments, the closing of two manufacturing facilities within the U.S. Print and Related Services segment and one manufacturing facility within the International segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $3.9 million for the three months ended March 31, 2012. The Company also recorded $9.3 million of impairment charges primarily related to machinery and equipment associated with the facility closings for the three months ended March 31, 2012. The fair values of the machinery and equipment were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions.

15  

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 Reserve

Activity impacting the Company’s restructuring reserve for the three months ended March 31, 2013 was as follows:

					Foreign
	December 31,		Restructuring		Exchange and		Cash		March 31,
	2012		Charges		Other		Paid		2013
Employee terminations	$	23.4	$	8.8	$	—	$	(9.1)	$	23.1
Multi-employer pension withdrawal obligations		25.1		5.5		—		(0.7)		29.9
Lease terminations and other		30.0		4.3		0.6		(7.0)		27.9
Total	$	78.5	$	18.6	$	0.6	$	(16.8)	$	80.9

The current portion of restructuring reserves of $31.6 million at March 31, 2013 was included in accrued liabilities, while the long-term portion of $49.3 million, primarily related to multi-employer pension plan complete or partial withdrawal obligations and lease termination costs, was included in other noncurrent liabilities at March 31, 2013.

The Company anticipates that payments associated with the employee terminations reflected in the above table will be substantially completed by March of 2014. Payments on the multi-employer pension plan complete or partial withdrawal obligations are scheduled to be substantially completed by 2032.

As of March 31, 2013, 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 charge related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the Condensed Consolidated Financial Statements of future periods.

16  

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)

7. Employee Benefits

The components of the estimated net pension and other postretirement benefits plan income for the three months ended March 31, 2013 and 2012 were as follows:

	Three Months Ended
	March 31,
	2013		2012
Pension (income) expense
Service cost	$	0.8	$	1.9
Interest cost		44.6		47.4
Expected return on plan assets		(60.6)		(65.8)
Amortization, net		12.6		7.1
Net pension income	$	(2.6)	$	(9.4)
Other postretirement benefits plan (income) expense
Service cost	$	1.8	$	1.7
Interest cost		4.1		4.6
Expected return on plan assets		(3.0)		(3.5)
Amortization, net		(4.9)		(5.0)
Net other postretirement benefits plan income	$	(2.0)	$	(2.2)

17  

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)

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 $4.0 million and $7.4 million for the three months ended March 31, 2013 and 2012, respectively.

Stock Options

There were no options granted during the three months ended March 31, 2013. The Company granted 1,221,000 stock options, with a grant date fair market value of $2.96, during the three months ended March 31, 2012. The fair market value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model. The assumptions used to determine the fair market value of the stock options granted during the three months ended March 31, 2012 were as follows:

	2012
Expected volatility	39.71%
Risk-free interest rate	1.18%
Expected life (years)	6.25
Expected dividend yield	5.06%

18  

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, 2012 and March 31, 2013, and changes during the three months ended March 31, 2013, were as follows:

				Weighted
				Average
		Weighted		Remaining	Aggregate
		Average		Contractual	Intrinsic
	Shares Under Option	Exercise		Term	Value
	(thousands)	Price		(years)	(millions)
Outstanding at December 31, 2012	4,726	$	18.90	6.2	$	2.1
Cancelled/forfeited/expired	(345)		18.42
Outstanding at March 31, 2013	4,381		18.93	6.4		5.4
Vested and expected to vest at March 31, 2013	4,332		19.00	6.4		5.4
Exercisable at March 31, 2013	1,093	$	7.09	5.9	$	5.4

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 March 31, 2013 and December 31, 2012, 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 March 31, 2013 and December 31, 2012. 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 three months ended March 31, 2012 was $1.2 million. There were no options exercised during the three months ended March 31, 2013.

Compensation expense related to stock options for the three months ended March 31, 2013 and 2012 was $0.4 million and $1.1 million, respectively. As of March 31, 2013, $2.8 million of total unrecognized compensation expense related to 1.1 million stock options with a weighted average fair market value of $3.31, is expected to be recognized over a weighted average period of 2.4 years.

19  

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)

Restricted Stock Units

Nonvested restricted stock unit awards as of December 31, 2012 and March 31, 2013, and changes during the three months ended March 31, 2013, were as follows:

	Shares	Weighted Average Grant
	(thousands)	Date Fair Value
Nonvested at December 31, 2012	3,246	$	11.85
Granted	1,175		9.08
Vested	(1,706)		9.69
Forfeited	(34)		11.88
Nonvested at March 31, 2013	2,681	$	12.00

Compensation expense related to restricted stock units for the three months ended March 31, 2013 and 2012 was $3.2 million and $5.8 million, respectively. As of March 31, 2013, there was $23.1 million of unrecognized share-based compensation expense related to approximately 2.5 million of restricted stock unit awards, with a weighted average grant date fair market value of $11.97, that are expected to vest over a weighted average period of 2.5 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.

20  

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)

Performance Share Units

Nonvested performance share unit awards as of December 31, 2012 and March 31, 2013, and changes during the three months ended March 31, 2013, were as follows:

	Shares (thousands)		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2012		468	$	12.84
Granted		485		8.85
Nonvested at March 31, 2013		953	$	10.81

During the three months ended March 31, 2013, 485,000 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, 2013 through December 31, 2015. 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 three months ended March 31, 2013 range from 242,500 to 485,000 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 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 2013 and 2012 is currently being recognized based on the maximum estimated payout of 485,000 and 233,000 shares, for each respective period. Compensation expense for awards granted during 2011 is currently being recognized based on an estimated payout of 50%, or 117,500 shares. Compensation expense related to performance share unit awards for the three months ended March 31, 2013 and 2012 was $0.4 million and $0.5 million, respectively. As of March 31, 2013, there was $5.6 million of unrecognized compensation expense related to performance share unit awards, which is expected to be recognized over a weighted average period of 2.4 years.

21  

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, 2012 and March 31, 2013 and changes during the three months ended March 31, 2013 were as follows:

	RR Donnelley
	Shareholders		Noncontrolling
	Equity		Interest		Total Equity
Balance at December 31, 2012	$	52.8	$	15.9	$	68.7
Net earnings		27.1		(1.8)		25.3
Other comprehensive income		6.3		—		6.3
Share-based compensation		4.0		—		4.0
Issuance of share-based awards, net of withholdings and other		(6.2)		—		(6.2)
Cash dividends paid		(46.9)		—		(46.9)
Distributions to noncontrolling interests		—		(0.8)		(0.8)
Balance at March 31, 2013	$	37.1	$	13.3	$	50.4

22  

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 equity as of December 31, 2011 and March 31, 2012 and changes during the three months ended March 31, 2012 were as follows:

	RR Donnelley
	Shareholders		Noncontrolling
	Equity		Interest		Total Equity
Balance at December 31, 2011	$	1,042.7	$	19.5	$	1,062.2
Net earnings		37.4		0.5		37.9
Other comprehensive income		42.7		0.1		42.8
Share-based compensation		7.4		—		7.4
Issuance of share-based awards, net of withholdings and other		(11.4)		—		(11.4)
Cash dividends paid		(46.4)		—		(46.4)
Distributions to noncontrolling interests		—		(0.7)		(0.7)
Balance at March 31, 2012	$	1,072.4	$	19.4	$	1,091.8

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 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 three months ended March 31, 2013 and 2012, no shares of common stock were purchased by the Company.

23  

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 months ended March 31, 2013 and 2012 were as follows:

	Three Months Ended
	March 31,
	2013		2012
Net earnings per share attributable to RR Donnelley common shareholders
Basic	$	0.15	$	0.21
Diluted	$	0.15	$	0.21
Dividends declared per common share	$	0.26	$	0.26
Numerator:
Net earnings attributable to RR Donnelley common shareholders	$	27.1	$	37.4
Denominator:
Weighted average number of common shares outstanding		181.2		179.4
Dilutive options and awards		1.7		1.0
Diluted weighted average number of common shares outstanding		182.9		180.4
Weighted average number of anti-dilutive share-based awards:
Restricted stock units		1.6		2.8
Performance share units		0.6		0.4
Stock options		4.4		4.4
Total		6.6		7.6

24  

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)

11. Comprehensive Income

Income tax expense allocated to each component of other comprehensive income for the three months ended March 31, 2013 and 2012 was as follows:

	Three Months Ended
	March 31, 2013
	Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount
Translation adjustments	$	7.1	$	—	$	7.1
Adjustment for net periodic pension and other postretirement benefits plan cost		7.8		8.7		(0.9)
Change in fair value of derivatives		0.1		—		0.1
Other comprehensive income	$	15.0	$	8.7	$	6.3

During the three months ended March 31, 2013, translation adjustments and income tax expense on pension and other postretirement benefits plan cost were adjusted to reflect previously recorded changes at their historical exchange rates.

	Three Months Ended
	March 31, 2012
	Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount
Translation adjustments	$	41.8	$	—	$	41.8
Adjustment for net periodic pension and other postretirement benefits plan cost		1.6		0.9		0.7
Change in fair value of derivatives		0.5		0.2		0.3
Other comprehensive income	$	43.9	$	1.1	$	42.8

25  

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)

Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2013 and 2012 were as follows:

	Changes in the Fair Value of Derivatives		Pension and Other Postretirement Benefits Plan Cost		Translation Adjustments		Total
Balance at December 31, 2012	$	(0.6)	$	(1,085.1)	$	56.5	$	(1,029.2)
Other comprehensive income (loss) before reclassifications		—		(5.7)		7.1		1.4
Amount reclassified from accumulated other comprehensive loss		0.1		4.8		—		4.9
Net change in accumulated other comprehensive loss		0.1		(0.9)		7.1		6.3
Balance at March 31, 2013	$	(0.5)	$	(1,086.0)	$	63.6	$	(1,022.9)

	Changes in the Fair Value of Derivatives		Pension and Other Postretirement Benefits Plan Cost		Translation Adjustments		Total
Balance at December 31, 2011	$	(1.1)	$	(907.5)	$	45.3	$	(863.3)
Other comprehensive income (loss) before reclassifications		—		(0.8)		41.7		40.9
Amount reclassified from accumulated other comprehensive loss		0.3		1.5		—		1.8
Net change in accumulated other comprehensive loss		0.3		0.7		41.7		42.7
Balance at March 31, 2012	$	(0.8)	$	(906.8)	$	87.0	$	(820.6)

26  

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)

Reclassifications from accumulated other comprehensive loss for the three months ended March 31, 2013 and 2012 were as follows:

	Three Months Ended March 31,				Classification in the Condensed Consolidated Statements of Operations
	2013		2012
Amortization of pension and other postretirement benefits plan cost:
Net actuarial loss	$	12.6	$	7.1	(a)
Net prior service credit		(4.9)		(5.0)	(a)
Reclassifications before tax		7.7		2.1
Income tax expense		2.9		0.6
Reclassifications, net of tax	$	4.8	$	1.5

(a) These accumulated other comprehensive income components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in cost of sales and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations (see Note 7).

27  

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)

12. Segment Information

The Company operates primarily in the printing industry, with related product and service offerings designed to offer customers complete solutions for communicating their messages to target audiences. The Company’s reportable segments reflect the management reporting structure of the organization and the manner in which the chief operating decision-maker regularly assesses information for decision-making purposes, including the allocation of resources. The Company’s segments and their product and service offerings are summarized below:

U.S. Print and Related Services

The U.S. Print and Related Services segment includes the Company’s U.S. printing operations, managed as one integrated platform, along with logistics, premedia, print management and other print related services. This segment’s product and related service offerings include magazines, catalogs, retail inserts, books, directories, financial printing and related services, direct mail, forms, labels, office products, packaging, statement printing, premedia and logistics services.

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 related service offerings include magazines, catalogs, retail inserts, books, directories, financial printing and related services, direct mail, forms, labels, packaging, manuals, statement printing, premedia and logistics services. 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 services 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 general and administrative activities and associated expenses including, in part, executive, legal, finance, information technology, human resources, certain facility costs and LIFO inventory provisions. In addition, certain costs and earnings of employee benefit plans are included in Corporate and not allocated to operating segments. Corporate manages the Company’s cash pooling structure, which enables participating international locations to draw on the Company’s overseas cash resources to meet local liquidity needs.

28  

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 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 consistent with the presentation of profitability reported within the Condensed Consolidated Financial Statements.

							Income (Loss)				Depreciation
Three months ended	Total		Intersegment		Net		from		Assets of		and		Capital
March 31, 2013	Sales		Sales		Sales		Operations		Operations		Amortization		Expenditures
U.S. Print and Related Services	$	1,880.4	$	(7.9)	$	1,872.5	$	145.0	$	4,542.3	$	75.0	$	21.2
International		689.6		(23.6)		666.0		32.1		1,951.8		26.4		11.3
Total operating segments		2,570.0		(31.5)		2,538.5		177.1		6,494.1		101.4		32.5
Corporate		—		—		—		(37.3)		512.7		12.2		5.4
Total operations	$	2,570.0	$	(31.5)	$	2,538.5	$	139.8	$	7,006.8	$	113.6	$	37.9

							Income (Loss)				Depreciation
Three months ended	Total		Intersegment		Net		from		Assets of		and		Capital
March 31, 2012	Sales		Sales		Sales		Operations		Operations		Amortization		Expenditures
U.S. Print and Related Services	$	1,890.7	$	(9.3)	$	1,881.4	$	139.2	$	5,646.6	$	87.6	$	27.1
International		664.0		(20.5)		643.5		30.6		2,318.9		27.5		11.1
Total operating segments		2,554.7		(29.8)		2,524.9		169.8		7,965.5		115.1		38.2
Corporate		—		—		—		(48.4)		247.3		9.9		7.1
Total operations	$	2,554.7	$	(29.8)	$	2,524.9	$	121.4	$	8,212.8	$	125.0	$	45.3

Restructuring and impairment charges by segment for the three months ended March 31, 2013 and 2012 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.

29  

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 eleven active federal and state Superfund and other multiparty remediation sites. In addition to these sites, the Company may also have the obligation to remediate eleven other previously and 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.

30  

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)

14. Debt

The Company’s debt at March 31, 2013 and December 31, 2012 consisted of the following:

	March 31,		December 31,
	2013		2012
4.95% senior notes due April 1, 2014	$	258.1	$	258.1
5.50% senior notes due May 15, 2015		299.9		299.9
8.60% senior notes due August 15, 2016		218.4		347.4
6.125% senior notes due January 15, 2017		350.4		523.3
7.25% senior notes due May 15, 2018		550.0		600.0
11.25% debentures due February 1, 2019 (a)		172.2		172.2
8.25% senior notes due March 15, 2019		450.0		450.0
7.625% senior notes due June 15, 2020		400.0		400.0
7.875% senior notes due March 15, 2021		447.8		—
8.875% debentures due April 15, 2021		80.9		80.9
6.625% debentures due April 15, 2029		199.4		199.4
8.820% debentures due April 15, 2031		69.0		69.0
Other (b)		37.7		38.4
Total debt		3,533.8		3,438.6
Less: current portion		(21.6)		(18.4)
Long-term debt	$	3,512.2	$	3,420.2

(a) On May 17, 2011, June 14, 2012, August 2, 2012 and September 20, 2012, the interest rate on the 11.25% senior notes due February 1, 2019 was increased to 11.75%, 12.0%, 12.25% and 12.50%, respectively, as a result of downgrades in the ratings of the notes by the rating agencies.

(b) Includes miscellaneous debt obligations, fair value adjustments to the 4.95% senior notes due April 1, 2014 and 8.25% senior notes due March 15, 2019 related to the Company’s fair value hedges and capital leases.

31  

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 $217.3 million and less than its book value by approximately $3.7 million at March 31, 2013 and December 31, 2012, respectively.

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, commencing on September 15, 2013. 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 Company’s $1.15 billion senior secured revolving credit facility (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.

There were no borrowings outstanding under the Credit Agreement as of March 31, 2013 or December 31, 2012.

On March 13, 2012, the Company issued $450.0 million of 8.25% senior notes due March 15, 2019. Interest on the notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2012. The net proceeds from the offering and cash on hand were used to repurchase $341.8 million of the 4.95% senior notes due April 1, 2014 and $100.0 million of the 5.50% senior notes due May 15, 2015. The repurchases resulted in a pre-tax loss on debt extinguishment of $12.1 million for the three months ended March 31, 2012, consisting of a loss of $23.2 million related to the premiums paid, unamortized debt issuance costs and other expenses, partially offset by the elimination of $11.1 million of the fair value adjustment on the 4.95% senior notes.

On January 15, 2012, proceeds from borrowings under the Company’s previous $1.75 billion revolving credit agreement were used to pay the $158.6 million 5.625% senior notes that matured on January 15, 2012.

Interest income was $3.8 million and $3.6 million for the three months ended March 31, 2013 and 2012, 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

32  

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)

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.

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 value of the forward contracts at March 31, 2013 and December 31, 2012 was $515.6 million and $654.2 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.

33  

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 interest rate swaps, with a notional value of $400.0 million, are 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 are attributable to changes in the benchmark interest rate.

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 value of $600.0 million at inception, are designated as fair value hedges against changes in the value of the Company’s 4.95% senior notes due April 1, 2014, which are 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.

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.

34  

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 March 31, 2013 and December 31, 2012, 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:

	March 31, 2013		December 31, 2012
Derivatives not designated as hedges
Prepaid expenses and other current assets	$	0.2	$	0.6
Accrued liabilities		4.3		24.0
Derivatives designated as fair value hedges
Other noncurrent assets	$	10.4	$	14.7

35  

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 gross and net amounts of foreign exchange forward contracts and interest rate swaps recognized in the Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 were as follows:

March 31, 2013	Gross Amounts of Assets and Liabilities		Impact of Netting		Net Amounts of Assets and Liabilities Presented in the Condensed Consolidated Balance Sheet		All Other Amounts Subject to Master Netting Agreements		Potential Net Amounts of Assets and Liabilities
Assets
Foreign exchange forward contracts reported gross	$	0.2	$	—	$	0.2	$	(0.1)	$	0.1
Foreign exchange forward contracts reported net		0.7		(0.7)		—		—		—
Total foreign exchange forward contracts		0.9		(0.7)		0.2		(0.1)		0.1
Interest rate swaps		10.4		—		10.4		(2.8)		7.6
Total	$	11.3	$	(0.7)	$	10.6	$	(2.9)	$	7.7
Liabilities
Foreign exchange forward contracts reported gross	$	2.7	$	—	$	2.7	$	(1.5)	$	1.2
Foreign exchange forward contracts reported net		2.3		(0.7)		1.6		(1.4)		0.2
Total foreign exchange forward contracts	$	5.0	$	(0.7)	$	4.3	$	(2.9)	$	1.4

36  

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)

December 31, 2012	Gross Amounts of Assets and Liabilities		Impact of Netting		Net Amounts of Assets and Liabilities Presented in the Condensed Consolidated Balance Sheet		All Other Amounts Subject to Master Netting Agreements		Potential Net Amounts of Assets and Liabilities
Assets
Foreign exchange forward contracts reported gross	$	0.6	$	—	$	0.6	$	(0.1)	$	0.5
Interest rate swaps		14.7		—		14.7		(3.5)		11.2
Total	$	15.3	$	—	$	15.3	$	(3.6)	$	11.7
Liabilities
Foreign exchange forward contracts reported gross	$	24.0	$	—	$	24.0	$	(3.6)	$	20.4

The pre-tax gains related to derivatives not designated as hedges recognized in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 were as follows:

	Classification of Gain Recognized in the	Three Months Ended March 31,
	Condensed Consolidated Statements of Operations		2013		2012
Derivatives not designated as hedges
Foreign exchange forward contracts	Selling, general and administrative expenses	$	(12.8)	$	(0.7)

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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 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 months ended March 31, 2013 and 2012 were as follows:

	Classification of (Gain) Loss Recognized in the	Three Months Ended March 31,
	Condensed Consolidated Statements of Operations		2013		2012
Fair Value Hedges
Interest rate swaps	Investment and other expense (income) -net	$	4.3	$	5.2
Hedged items	Investment and other expense (income) -net		(3.7)		(6.2)
Total (gain) loss recognized as
ineffectiveness in the condensed consolidated statements of operations	Investment and other expense (income) -net	$	0.6	$	(1.0)

The Company also recognized a net reduction to interest expense of $2.3 million and $2.0 million for the three months ended March 31, 2013 and 2012, 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.

38  

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)

16. Fair Value Measurement

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company’s only assets and liabilities 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 March 31, 2013 and December 31, 2012.

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.

Assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the three months ended March 31, 2013 and 2012 are summarized below:

			Fair Value
	Impairment		Measurement		Net Book
March 31, 2013	Charge		(Level 3)		Value
Long-lived assets held and used	$	3.6	$	1.6	$	1.6
Long-lived assets held for sale or disposal		1.1		0.4		—
Total	$	4.7	$	2.0	$	1.6

			Fair Value
	Impairment		Measurement		Net Book
March 31, 2012	Charge		(Level 3)		Value
Long-lived assets held and used	$	5.6	$	4.2	$	4.2
Long-lived assets held for sale or disposal		3.8		1.5		—
Total	$	9.4	$	5.7	$	4.2

There were no estimated costs to sell related to long-lived assets held for sale that were remeasured at fair value during the three months ended March 31, 2013 and 2012, 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 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.

See Note 14 for the fair value of the Company’s debt.

17. New Accounting Pronouncements

In March 2013, the Financial Accounting Standards Board (“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 will be effective prospectively for the Company in the first quarter of 2014. The adoption of ASU 2013-05 is not expected to have a material impact on the Company’s condensed 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 will be effective for the Company in the first quarter of 2014. The adoption of ASU 2013-04 is not expected to have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

In December 2011, the FASB issued Accounting Standards Update No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”), which requires disclosures of gross and net information about financial and derivative instruments eligible for offset in the statement of financial position or subject to a master netting agreement. In January 2013, the FASB issued Accounting Standards Update No. 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures

40  

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)

about Offsetting Assets and Liabilities” (“ASU 2013-01”), which narrows the scope of the disclosure requirements to derivatives, securities borrowings, and securities lending transactions that are either offset or subject to a master netting arrangement. ASU 2011-11 and ASU 2013-01 were effective for and adopted by the Company in the first quarter of 2013 and required additional disclosures, but otherwise did not have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05 “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which prohibits the presentation of other comprehensive income in the statement of changes in stockholders’ equity and requires the presentation of net income, items of other comprehensive income and total comprehensive income in one continuous statement or two separate but consecutive statements. In December 2011, the FASB issued Accounting Standards Update No. 2011-12 “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”), which deferred the requirement to present reclassification adjustments for each component of other comprehensive income on the face of the financial statements. In February 2013, the FASB issued Accounting Standards Update No. 2013-02 “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income” (“ASU 2013-02”), which requires disclosures of the amounts reclassified out of accumulated other comprehensive income by component, including the respective line items of net income if the amount is required to be reclassified to net income in its entirety in the same reporting period. ASU 2011-05 and 2011-12 were effective for and adopted by the Company in the first quarter of 2012 and ASU 2013-02 was effective and adopted by the Company in the first quarter of 2013. The ASUs have impacted the Company’s financial statement presentation and disclosures, but otherwise did not impact the Company’s condensed 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, is a global provider of integrated communications. The Company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, drive top line growth, enhance return on investment and ensure compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the Company employs a suite of leading Internet-based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing services to clients in virtually every private and public sector.

Business acquisitions

On December 28, 2012, the Company acquired Presort Solutions (“Presort”), a provider of mail presorting services to businesses in various industries.

On December 17, 2012, the Company acquired Meisel Photographic Corporation (“Meisel”), a provider of custom designed visual graphics products to the retail market.

On September 6, 2012, the Company acquired Express Postal Options International (“XPO”), a provider of international outbound mailing services to pharmaceutical, e-commerce, financial services, information technology, catalog, direct mail and other businesses.

On August 14, 2012, the Company acquired EDGAR Online, a leading provider of disclosure management services, financial data and enterprise risk analytics software and solutions.

Operations of all of the 2012 acquisitions are included in the U.S. Print and Related Services segment.

Segment descriptions

The Company operates primarily in the printing industry, with product and related 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:

U.S. Print and Related Services

The U.S. Print and Related Services segment includes the Company’s U.S. printing operations, managed as one integrated platform, along with logistics, premedia, print management and other print related services. This segment’s product and related service offerings include magazines, catalogs, retail inserts, books, directories, financial printing and related services, direct mail, forms, labels, office products, packaging, statement printing, premedia and logistics services.

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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 related service offerings include magazines, catalogs, retail inserts, books, directories, financial printing and related services, direct mail, forms, labels, packaging, manuals, statement printing, premedia and logistics services. 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 services 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 general and administrative activities and associated expenses including, in part, executive, legal, finance, information technology, human resources, certain facility costs and LIFO inventory provisions. In addition, certain costs and earnings of employee benefit plans are included in Corporate and not allocated to operating segments. Corporate also manages the Company’s cash pooling structure, 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, books, directories, direct mail, financial print, forms, labels, statement printing, commercial print, office products, packaging, manuals and print management. The Company’s service offerings primarily consist of logistics, premedia, EDGAR-related and XBRL financial services and certain business outsourcing services.

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Executive Summary

Financial Performance: Three Months Ended March 31, 2013

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 March 31, 2013, from the three months ended March 31, 2012, were due to the following:

								Net Earnings
					Net Earnings			Attributable to
					Attributable to			RR Donnelley
	Income				RR Donnelley			Shareholders
	from		Operating		Common			Per Diluted
	Operations		Margin		Shareholders			Share
	(in millions, except margin and per share data)
For the three months ended March 31, 2012	$	121.4		4.8%		$	37.4		$	0.21
2013 restructuring and impairment charges – net		(22.7)		(0.9%)			(14.7)			(0.07)
2012 restructuring and impairment charges—net		50.0		2.0%			33.2			0.18
Acquisition-related expenses		(0.7)		0.0%			(0.7)			(0.01)
Loss on debt extinguishment		—		—			(15.2)			(0.08)
2013 Venezuela devaluation		—		—			(2.2)			(0.01)
Operations		(8.2)		(0.4%)			(10.7)			(0.07)
For the three months ended March 31, 2013	$	139.8		5.5%		$	27.1		$	0.15

2013 restructuring and impairment charges—net: included pre-tax charges of $8.8 million for employee termination costs; $9.8 million of lease termination and other restructuring costs; and $4.1 million for impairment of other long-lived assets, primarily for buildings and machinery and equipment associated with facility closures.

2012 restructuring and impairment charges—net: included pre-tax charges of $36.8 million for employee termination costs; $3.9 million of lease termination and other restructuring costs; and $9.3 million for impairment of other long-lived assets, primarily for machinery and equipment associated with facility closures.

Acquisition-related expenses: included pre-tax charges of $1.0 million ($1.0 million after-tax) related to legal, accounting and other expenses for the three months ended March 31, 2013 associated with contemplated acquisitions. For the three months ended March 31, 2012, these pre-tax charges were $0.3 million ($0.3 million after-tax) for acquisitions contemplated or completed in subsequent periods.

Loss on debt extinguishment: included a pre-tax loss of $35.6 million ($23.1 million after-tax) for the three months ended March 31, 2013, 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. For the three months ended March 31, 2012, a pre-tax loss of $12.1 million ($7.9 million after-tax) was recognized due to the repurchase of $341.8 million of the 4.95% senior notes due April 1, 2014 and $100.0 million of the 5.50% senior notes due May 15, 2015. The loss consisted of $23.2 million related to the premiums paid, unamortized debt issuance costs and other expenses, partially offset by the elimination of $11.1 million of the fair value adjustment on the 4.95% senior notes.

2013 Venezuela devaluation: 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.

44  

Operations: reflected the $19.8 million prior year adjustment to net sales to correct an over-accrual of rebates due to certain office products customers, price pressures, lower volume in certain products, wage inflation in Latin America and Asia and lower pension and other postretirement benefits plan income, partially offset by lower depreciation and amortization expense, reduced healthcare costs, lower incentive compensation expense, the suspension of the Company’s 401(k) match and cost savings from restructuring activities. Income tax expense included the benefit related to the American Tax Payer Relief Act during the three months ended March 31, 2013 and the release of valuation allowances on certain deferred tax assets in Europe during the three months ended March 31, 2012. See further details in the review of operating results by segment that follows below.

First quarter overview

Net sales increased during the first quarter of 2013 compared to the first quarter of 2012 primarily related to acquisitions in the U.S. Print and Related Services segment and an increase in sales in the International segment resulting from higher volume in Asia and Global Turnkey Solutions, higher pass-through paper sales in Asia and Europe and an increase in capital markets transactions activity, partially offset by decreased pass-through sales in print management and lower volume from existing customers in business process outsourcing. Pro forma sales (see Note 2 to the Condensed Consolidated Financial Statements) in the U.S. Print and Related Services segment declined as a result of lower volume in certain products, the $19.8 million prior year adjustment to net sales to correct for an over-accrual of rebates due to certain office products customers, price pressures and lower pass-through paper sales. The largest net sales declines in the U.S. Print and Related Services segment were experienced in magazines, catalogs and retail inserts, office products, commercial print and books and directories.

The Company continues to implement strategic initiatives across all platforms to reduce its overall cost structure and enhance productivity. During the three months ended March 31, 2013, the Company realized cost savings from lower incentive compensation expense, the suspension of the Company’s 401(k) match, reduced healthcare costs and cost savings from restructuring activities, including the impact of the prior year reorganization of sales and administrative functions across all segments as well as continuing facility consolidations and reorganizations across certain platforms.

Net cash used in operating activities for the three months ended March 31, 2013 was $95.8 million as compared to $52.0 million for the three months ended March 31, 2012. The increase primarily resulted from higher supplier payments in the first quarter of 2013 due to timing, partially offset by lower payments related to incentive compensation, the 2013 suspension of the Company’s 401(k) match and lower pension and other postretirement benefits plan contributions. Similar to 2012, the Company expects net cash inflows from operations in the second half of 2013 due to normal operating cycles of the Company’s business.

On March 14, 2013, the Company issued $450.0 million of 7.875% senior notes due March 15, 2021. 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 Company’s $1.15 billion senior secured revolving credit facility (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. As a result of the repurchases, the Company’s annual long-term debt maturities are less than $360.0 million in each year through 2017. See additional discussion in Liquidity and Capital Resources.

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 special 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 service offerings.

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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 leverage the distinctive capabilities of its products and services to improve its customers’ communications, whether in paper form or through electronic communications. 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 leverage its unified platform and strong customer relationships in order to serve a larger share of its customers’ print and related services needs.

As a substitute for print, the impact of digital technologies has been felt mainly in books, directories, forms and statement printing. 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, rapid growth in the adoption of e-books is having a continuing impact on consumer print book volume, though only a limited impact on educational and specialty books. Digital technologies have also impacted printed magazines, as some advertising 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 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 catalog, retail insert and book volumes. This typical seasonal pattern can be impacted by overall trends in the U.S. and world economy. The Company expects the seasonality impact in 2013 and future years to be in line with historical patterns.

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 three months of 2013, 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 price increases and decreases 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 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

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supplies may have an impact on customers’ demand for printed products. Additionally, 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 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 possible future energy price increases or decreases 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 number of pieces that the Company’s customers are willing to print and mail. On January 22, 2012, the United States Postal Service (“USPS”) increased postage rates for all major mail classes, including first-class mail, standard mail, periodicals and single piece parcel post. The new rates increased the cost of mailing these classes of mail by approximately 2.1%, on average, which is the calculated cap under the 2006 Postal Accountability and Enhancement Act. Under this act, it is anticipated that postage will increase annually by an amount equal to or slightly less than the Consumer Price Index. On January 27, 2013, the USPS further increased postage rates across all classes of mail by approximately 2.6%, on average. As a leading provider of print logistics and among the largest mailers of standard mail in the U.S., the Company works closely with the USPS and its customers 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 the postal rates. During the third quarter of 2012, the USPS defaulted on two mandatory payments for the funding of retiree health benefits. The USPS announced that these defaults were not expected to impact mail services. However, the USPS is continuing to pursue its previously announced plans to restructure its mail delivery network, including the closure of many post office facilities. On April 10, 2013, the USPS announced that it will delay the shift to a five-day mail and six-day package delivery schedule initially scheduled for August 2013, until legislation is passed that provides the authority to do so. Mail delivery services through the USPS account for approximately 49% of the Company’s logistics revenues. The impact to the Company of the USPS’s restructuring plans, many of which require legislative action, cannot currently be estimated.

Risks Related to Market Conditions

The Company performs its annual goodwill impairment tests 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 three months ended March 31, 2013 compared to expected results as of October 31, 2012. 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. Since October 31, 2012, the market value of the Company’s stock has increased and market yields on the Company’s debt have decreased.

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Management considered these trends in 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 March 31, 2013, 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. These 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 prior to October 31, 2013, the Company’s next annual measurement date.

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. Declines in the market value of the securities held by the plans could materially reduce the funded status of the plans. Market conditions may lead to changes in the discount rates used to value the year-end benefit obligations of the plans, which could significantly increase or decrease the funded status of the plans. The Surface Transportation Extension Act (the “Act”), signed into law in July of 2012, includes certain pension-related provisions designed to stabilize interest rates used to calculate the minimum required annual contributions for defined benefit pension plans. The Company anticipates that provisions in the Act will significantly reduce the minimum required annual contributions related to its defined benefit pension plans over the next few years, though these contributions are dependent on many factors, including returns on invested assets and discount rates used to determine the pension obligations. Based on current estimates, the Company expects to make required cash contributions of $23.1 million to its pension and other postretirement benefits plans in 2013 and approximately $85 million in 2014.

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.

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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2012

The following table shows the results of operations for the three months ended March 31, 2013 and 2012, which includes the results of acquired businesses from the relevant acquisition dates:

	Three Months Ended March 31,
	2013		2012		$ Change		% Change
	(in millions, except percentages)
Products net sales	$	2,129.7	$	2,196.5	$	(66.8)		(3.0%)
Services net sales		408.8		328.4		80.4		24.5%
Total net sales		2,538.5		2,524.9		13.6		0.5%
Products cost of sales (exclusive of depreciation and amortization)		1,668.3		1,702.9		(34.6)		(2.0%)
Services cost of sales (exclusive of depreciation and amortization)		311.9		242.1		69.8		28.8%
Total cost of sales		1,980.2		1,945.0		35.2		1.8%
Products gross profit		461.4		493.6		(32.2)		(6.5%)
Services gross profit		96.9		86.3		10.6		12.3%
Total gross profit		558.3		579.9		(21.6)		(3.7%)
Selling, general and administrative expenses (exclusive of
depreciation and amortization)		282.2		283.5		(1.3)		(0.5%)
Restructuring and impairment charges—net		22.7		50.0		(27.3)		(54.6%)
Depreciation and amortization		113.6		125.0		(11.4)		(9.1%)
Income from operations	$	139.8	$	121.4	$	18.4		15.2%

Consolidated

Net sales of products for the three months ended March 31, 2013 decreased $66.8 million, or 3.0%, to $2,129.7 million versus the same period in 2012, including a $2.4 million, or 0.1%, decrease due to changes in foreign exchange rates. Net sales of products decreased primarily due to a decline in pro forma sales (see Note 2 to the Condensed Consolidated Financial Statements) in the U.S. Print and Related Services segment as a result of lower volume in magazines, catalogs and retail inserts and commercial print, the $19.8 million prior year adjustment to net sales to correct for an over-accrual of rebates due to certain office products customers, price pressures and lower pass-through paper sales. These decreases were partially offset by an increase in sales in the International segment resulting from higher volume in Asia and Global Turnkey Solutions, increased pass-through paper sales in Asia and Europe and an increase in capital markets transactions activity.

Net sales from services for the three months ended March 31, 2013 increased $80.4 million, or 24.5%, to $408.8 million versus the same period in 2012, including a $0.3 million, or 0.1%, decrease due to changes in foreign exchange rates. Most of the net sales increase from services was due to the acquisitions of Presort and XPO. Net sales from services also increased as a result of higher freight brokerage services volume, partially offset by the decline in compliance volume in financial services.

Products gross profit decreased $32.2 million to $461.4 million for the three months ended March 31, 2013 versus the same period in 2012 primarily due to the prior year rebate adjustment, price pressures, lower volume in magazines, catalogs and retail

49  

inserts, commercial print and books and directories, wage inflation in Latin America and Asia and lower recoveries on print-related by-products, partially offset by higher volume in Asia, reduced healthcare costs due to favorable claims experience and headcount reductions, the suspension of the Company’s 401(k) match and cost savings from restructuring activities. Products gross margin decreased from 22.5% to 21.7%, reflecting the prior year rebate adjustment, price pressures and wage inflation in Latin America and Asia.

Services gross profit increased $10.6 million to $96.9 million for the three months ended March 31, 2013 versus the same period in 2012 primarily due to higher logistics volume as a result of the acquisitions of XPO and Presort and higher freight brokerage services volume, reduced healthcare costs due to favorable claims experience and headcount reductions and the suspension of the Company’s 401(k) match, partially offset by lower compliance volume in financial services, price pressures in premedia and wage inflation in business process outsourcing. Services gross margin decreased from 26.3% to 23.7%, reflecting pass-through postage sales from the acquisition of Presort, price declines in premedia and wage inflation in business process outsourcing.

Selling, general and administrative expenses decreased $1.3 million to $282.2 million, and from 11.2% to 11.1% as a percentage of net sales, for the three months ended March 31, 2013 versus the same period in 2012 reflecting lower incentive compensation expense, reduced healthcare costs due to favorable claims experience and headcount reductions, the suspension of the Company’s 401(k) match and cost savings from restructuring activities, largely offset by a decline in pension and other postretirement benefits plan income and wage inflation in Latin America and Asia.

For the three months ended March 31, 2013, the Company recorded net restructuring and impairment charges of $22.7 million compared to $50.0 million in the same period in 2012. In 2013, these charges included $8.8 million of employee termination costs for 393 employees, of whom 127 were terminated as of March 31, 2013. These charges were the result of the closing of two manufacturing facilities within the U.S. Print and Related Services segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $9.8 million for the three months ended March 31, 2013, including charges related to multi-employer pension plan withdrawal obligations. For the three months ended March 31, 2013, the Company also recorded $4.1 million of impairment charges primarily related to buildings and machinery and equipment associated with the facility closings.

Restructuring charges for the three months ended March 31, 2012 included $36.8 million of employee termination costs for 1,365 employees, substantially all of whom were terminated as of March 31, 2013. These charges were primarily the result of the reorganization of sales and administrative functions across all segments, as well as two manufacturing facility closures within the U.S. Print and Related Services segment, one manufacturing facility closure within the International segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $3.9 million for the three months ended March 31, 2012. The Company also recorded $9.3 million of impairment charges primarily related to machinery and equipment associated with the facility closings for the three months ended March 31, 2012.

Depreciation and amortization decreased $11.4 million to $113.6 million for the three months ended March 31, 2013 compared to the same period in 2012, primarily due to the impairment of $158.0 million of other intangible assets in the fourth quarter of 2012 and the impact of lower capital spending in recent years compared to historical levels. Depreciation and amortization included $16.3 million and $24.3 million of amortization of other intangible assets related to customer relationships, patents, trademarks, licenses and agreements and trade names for the three months ended March 31, 2013 and 2012, respectively.

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Income from operations for the three months ended March 31, 2013 was $139.8 million, an increase of 15.2% compared to the three months ended March 31, 2012. The increase was due to lower restructuring and impairment charges, reduced depreciation and amortization expense, lower healthcare costs due to favorable claims experience and headcount reductions, lower incentive compensation expense and the suspension of the Company’s 401(k) match, partially offset by the prior year rebate adjustment, price pressures, lower volume in certain products, wage inflation in Latin America and Asia and a decline in pension and other postretirement benefits plan income.

	Three Months Ended
	March 31,
	2013		2012		$ Change		% Change
	(in millions, except percentages)
Interest expense—net	$	62.8	$	60.7	$	2.1		3.5%
Investment and other expense (income)—net		3.5		(1.2)		4.7		nm
Loss on debt extinguishment		35.6		12.1		23.5		194.2%

Net interest expense increased by $2.1 million for the three months ended March 31, 2013 versus the same period in 2012, primarily due to higher average interest rates on senior notes, largely offset by lower average credit facility borrowings and associated fees.

Net investment and other expense (income) for the three months ended March 31, 2013 and 2012 was expense of $3.5 million and income of $1.2 million, respectively. For the three months ended March 31, 2013, the Company recorded a $3.2 million loss related to the devaluation of the Venezuelan currency.

Loss on debt extinguishment for the three months ended March 31, 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. Loss on debt extinguishment for the three months ended March 31, 2012 was $12.1 million due to the repurchase of $341.8 million of the 4.95% senior notes due April 1, 2014 and $100.0 million of the 5.50% senior notes due May 15, 2015. The loss consisted of $23.2 million related to the premiums paid, unamortized debt issuance costs and other expenses, partially offset by the elimination of $11.1 million of the fair value adjustment on the 4.95% senior notes.

	Three Months Ended
	March 31,
	2013		2012		$ Change		% Change
	(in millions, except percentages)
Earnings before income taxes	$	37.9	$	49.8	$	(11.9)		(23.9%)
Income tax expense		12.6		11.9		0.7		5.9%
Effective income tax rate		33.2%		23.9%

The effective income tax rate for the three months ended March 31, 2013 was 33.2% compared to 23.9% in the same period in 2012. Income tax expense reflects the benefit related to the American Taxpayer Relief Act during the three months ended March 31, 2013 and the release of valuation allowances on certain deferred tax assets in Europe during the three months ended March 31, 2012.

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Income (loss) attributable to noncontrolling interests was a loss of $1.8 million and income of $0.5 million for the three months ended March 31, 2013 and 2012, respectively. For the three months ended March 31, 2013, the devaluation of the Venezuelan currency resulted in a $1.0 million loss attributable to noncontrolling interests.

Net earnings attributable to RR Donnelley common shareholders for the three months ended March 31, 2013 was $27.1 million, or $0.15 per diluted share, compared to $37.4 million, or $0.21 per diluted share, for the three months ended March 31, 2012. In addition to the factors described above, the per share results reflect an increase in weighted average diluted shares outstanding of 2.5 million.

U.S. Print and Related Services

The following table summarizes net sales, income from operations and certain items impacting comparability within the U.S. Print and Related Services segment:

	Three Months Ended
	March 31,
	2013			2012
	(in millions, except percentages)
Net sales		$	1,872.5	$	1,881.4
Income from operations			145.0		139.2
Operating margin			7.7%		7.4%
Restructuring and impairment charges—net			19.5		39.7

The amounts included in the table below represent net sales by reporting unit and the descriptions 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.

	Net Sales for the Three Months
	Ended March 31,
Reporting unit	2013		2012		$ Change		% Change
	(in millions, except percentages)
Magazines, catalogs and retail inserts	$	407.8	$	440.8	$	(33.0)		(7.5%)
Variable print		313.3		300.1		13.2		4.4%
Books and directories		265.2		279.7		(14.5)		(5.2%)
Logistics		263.8		180.3		83.5		46.3%
Financial print		216.0		224.5		(8.5)		(3.8%)
Forms and labels		184.5		190.9		(6.4)		(3.4%)
Commercial		129.8		144.6		(14.8)		(10.2%)
Office products		55.7		80.8		(25.1)		(31.1%)
Premedia		36.4		39.7		(3.3)		(8.3%)
Total U.S. Print and Related Services	$	1,872.5	$	1,881.4	$	(8.9)		(0.5%)

Net sales for the U.S. Print and Related Services segment for the three months ended March 31, 2013 were $1,872.5 million, a decrease of $8.9 million, or 0.5%, compared to the same period in 2012. Net sales decreased due to lower volume in magazines,

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catalogs and retail inserts and commercial print, the $19.8 million prior year adjustment to net sales to correct for an over-accrual of rebates due to certain office products customers, price pressures and decreases in pass-through paper sales, partially offset by an increase in logistics and variable print volume, primarily due to acquisitions. An analysis of net sales by reporting unit follows:

• Magazines, catalogs and retail inserts: Sales declined due to reduced volume in magazines, catalogs and retail inserts, continued price pressures and decreases in pass-through paper sales.

• Variable print: Sales increased as a result of the acquisition of Meisel and higher direct mail volume, partially offset by lower print and fulfillment and statement printing volume and price declines.

• Books and directories: Sales decreased primarily as a result of lower volume in directories and consumer books and a decline in pass-through paper sales, partially offset by favorable pricing for books and directories.

• Logistics: Sales increased primarily due to pass-through postage sales from the Presort acquisition, the acquisition of XPO and higher freight brokerage services, international mail services, print logistics and courier services volume.

• Financial print: Sales decreased due to lower compliance and investment management volume, partially offset by sales resulting from the acquisition of Edgar Online and an increase in capital markets transactions activity.

• Forms and labels: Sales decreased due to lower volume in forms, as well as price pressures on both forms and labels, partially offset by higher volume in labels.

• Commercial: Sales decreased due to lower volume from existing customers, partially offset by higher pass-through print management volume.

• Office products: Sales decreased as a result of the prior year rebate adjustment and a decline in outsourced, note taking, filing and forms products volume, partially offset by an increase in binder products volume.

• Premedia: Sales decreased due to price pressures on contract renewals, partially offset by higher photography services volume.

U.S. Print and Related Services segment income from operations increased $5.8 million for the three months ended March 31, 2013, mainly driven by lower restructuring and impairment charges, reduced depreciation and amortization expense, lower incentive compensation expense and cost savings from restructuring activities, partially offset by the prior year rebate adjustment, lower volume in magazines, catalogs and retail inserts, books and directories and commercial print and price pressures. Operating margins increased from 7.4% for the three months ended March 31, 2012 to 7.7% for the three months ended March 31, 2013, due to lower restructuring and impairment charges, lower depreciation and amortization expense and lower incentive compensation expense, partially offset by the rebate adjustment, price declines and increased pass-through postage sales.

International

The following table summarizes net sales, income from operations and certain items impacting comparability within the International segment:

	Three Months Ended
	March 31,
	2013			2012
	(in millions, except percentages)
Net sales		$	666.0	$	643.5
Income from operations			32.1		30.6
Operating margin			4.8%		4.8%
Restructuring and impairment charges—net			2.0		5.4

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	Net Sales for the Three Months
	Ended March 31,
Reporting unit	2013		2012		$ Change		% Change
	(in millions, except percentages)
Asia	$	172.1	$	140.0	$	32.1		22.9%
Business process outsourcing		130.7		150.1		(19.4)		(12.9%)
Europe		108.6		101.4		7.2		7.1%
Latin America		107.1		112.2		(5.1)		(4.5%)
Global Turnkey Solutions		79.1		69.5		9.6		13.8%
Canada		68.4		70.3		(1.9)		(2.7%)
Total International	$	666.0	$	643.5	$	22.5		3.5%

Net sales for the International segment for the three months ended March 31, 2013 were $666.0 million, an increase of $22.5 million, or 3.5%, compared to the same period in 2012, including a $2.7 million, or 0.4% decrease due to changes in foreign exchange rates. The net sales increase is due to higher volume in Asia and Global Turnkey Solutions, higher pass-through paper sales in Asia and Europe and an increase in capital markets transactions activity, partially offset by lower pass-through sales in print management, decreased sales to existing customers in business process outsourcing, price pressures and the impact of changes in foreign exchange rates. An analysis of net sales by reporting unit follows:

• Asia: Sales increased due to higher volume in packaging products and technology manuals, higher book export volume, increased pass-through paper sales and an increase in capital markets transactions activity, partially offset by price pressures.

• Business process outsourcing: Sales decreased due to lower pass-through sales in print management, lower volume from existing customers and lower real estate outsourcing services volume, partially offset by volume from new customers.

• Europe: Sales increased due to higher retail inserts and magazine volume, an increase in print and packaging volume, higher pass-through paper sales, changes in foreign exchange rates and an increase in capital markets transactions activity, partially offset by a decline in directories and technology manuals volume.

• Latin America: Sales decreased due to changes in foreign exchange rates, price pressures in Mexico and Venezuela and volume declines in certain other countries, partially offset by higher catalog and magazine volume in Mexico, higher forms and commercial volume in Venezuela and an increase in capital markets transactions activity.

• Global Turnkey Solutions: Sales increased due to higher prices for pass-through components, volume increases from new customers and changes in foreign exchange rates, partially offset by lower volume from existing customers and price pressures.

• Canada: Sales decreased due to lower forms and labels and commercial volume and changes in foreign exchange rates, partially offset by increases in statement printing volume and capital markets transactions activity.

Income from operations increased $1.5 million primarily due to higher volume in Asia and Latin America, lower restructuring and impairment expense and an increase in capital markets transactions activity, partially offset by wage inflation in Latin America and Asia and price pressures. Operating margins remained constant at 4.8% for the three months ended March 31, 2013 as compared to the same period in 2012, reflecting higher volume in certain products and services, lower restructuring and impairment expense and lower pass-through sales in print management, offset by wage inflation and price pressures.

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Corporate

The following table summarizes unallocated operating expenses and certain items impacting comparability within the Corporate segment:

	Three Months Ended
	March 31,
	2013		2012
	(in millions)
Operating expenses	$	37.3	$	48.4
Restructuring and impairment charges—net		1.2		4.9
Acquisition-related expenses		1.0		0.3

Corporate operating expenses in the three months ended March 31, 2013 were $37.3 million, a decrease of $11.1 million compared to the same period in 2012. The decrease was driven by the suspension of the Company’s 401(k) match, reduced healthcare costs due to favorable claims experience and headcount reductions and lower restructuring and impairment charges, partially offset by lower pension and other postretirement benefits plan income.

LIQUIDITY AND CAPITAL RESOURCES

The following describes the Company’s cash flows for the three months ended March 31, 2013 and 2012.

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 used in operating activities was $95.8 million for the three months ended March 31, 2013, compared to $52.0 million for the same period in 2012. The increase in net cash used in operating activities reflected higher supplier payments in the first quarter of 2013 due to timing, partially offset by lower payments related to incentive compensation, the 2013 suspension of the Company’s 401(k) match and lower pension and other postretirement benefit plan contributions.

Cash Flows From Investing Activities

Net cash used in investing activities for the three months ended March 31, 2013 was $33.1 million compared to $46.3 million for the three months ended March 31, 2012. Capital expenditures were $37.9 million during the first quarter of 2013, a decrease of $7.4 million as compared to the same period of 2012. The Company expects that capital expenditures for 2013 will be approximately $200 million to $225 million, compared to $205.9 million in 2012.

Cash Flows From Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2013 was $3.7 million compared to $52.0 million in the same period in 2012. During the three months ended March 31, 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. During the three months ended March 31, 2012, proceeds from borrowings under the Company’s previous $1.75 billion revolving credit agreement (the “Previous Credit Agreement”) of $262.0 million were used to pay $158.6 million of the 5.625% senior notes that matured during the quarter. The Company received proceeds of $450.0 million from the issuance of 8.25%

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senior notes due March 15, 2019, which, along with cash on hand, were used to repurchase $341.8 million of the 4.95% senior notes due April 1, 2014 and $100.0 million of the 5.50% senior notes due May 15, 2015, during the three months ended March 31, 2012.

Dividends

On January 10, 2013, the Board of Directors of the Company declared a quarterly cash dividend of $0.26 per common share payable to RR Donnelley shareholders of record on January 25, 2013, and the total amount of $46.9 million was paid on March 1, 2013. On April 11, 2013, the Board of Directors of the Company declared a quarterly cash dividend of $0.26 per common share payable on June 3, 2013 to RR Donnelley shareholders of record on April 26, 2013.

LIQUIDITY

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 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, capital expenditures as necessary to support productivity improvement and growth, completion of restructuring programs, acquisitions and distributions to shareholders that may be approved by the Board of Directors.

Cash and cash equivalents of $302.9 million as of March 31, 2013 included $61.1 million in the U.S. and $241.8 million at international locations. In 2013, the Company’s foreign subsidiaries are expected to make intercompany payments to the U.S. of approximately $40 million from foreign cash balances as of March 31, 2013. These payments, and additional payments up to approximately $340 million expected to be made in future years, will be made in satisfaction of intercompany obligations. The Company has recognized deferred tax liabilities of $5.1 million as of March 31, 2013 related to local withholding 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 income or withholding 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 cash balances are expected to be permanently reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company’s 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.

The Company’s debt maturities as of March 31, 2013 are shown in the following table:

	Debt Maturity Schedule
	Total			2013		2014		2015		2016		2017		Thereafter
	(in millions)
Senior notes, debentures and borrowings under the Credit Agreement (a)	$	3,501.8	$		—	$	258.2	$	300.0	$	219.8	$	351.5	$	2,372.3
Capital lease obligations		3.1			0.6		0.9		1.0		0.6		—		—
Miscellaneous debt obligations		23.7			20.7		—		3.0		—		—		—
Total	$	3,528.6	$		21.3	$	259.1	$	304.0	$	220.4	$	351.5	$	2,372.3

(a) Excludes a debt discount of $5.7 million and a debt adjustment for fair value hedges of $10.9 million related to the Company’s 4.95% senior notes due April 1, 2014 and 8.25% senior notes due March 15, 2019, which do not represent  contractual commitments with a fixed amount or maturity date.

____________________

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The Company has a $1.15 billion senior secured revolving Credit Agreement which expires October 15, 2017. 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. The applicable margin and rate for the facility commitment fees are set at agreed-upon pricing levels until April 15, 2013 and will thereafter 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 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 and may also limit the use of proceeds. There were no borrowings under the Credit Agreement as of March 31, 2013. Based on the Company’s results of operations for the twelve months ended March 31, 2013 and existing debt, the Company would have had the ability to utilize $1.1 billion of the $1.15 billion Credit Agreement and not have been in violation of the terms of the agreement.

The current availability as of March 31, 2013 under the Credit Agreement is shown in the table below:

	March 31, 2013
Availability	(in millions)
Committed Credit Agreement	$	1,150.0
Availability reduction from covenants		83.7
Current availability at March 31, 2013	$	1,066.3

The Company was in compliance with its debt covenants as of March 31, 2013, and expects to remain in compliance based on management’s estimates of operating and financial results for 2013 and the foreseeable future. However, continuing 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 March 31, 2013, 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.

The Company also had $174.6 million in credit facilities outside the U.S. as of March 31, 2013, most of which were uncommitted. As of March 31, 2013, the Company had $71.5 million in outstanding letters of credit, of which $38.9 million were issued under the Credit Agreement.

On August 1, 2012, Standard & Poor’s Rating Services (“S&P”) lowered the Company’s long-term corporate credit and senior unsecured debt ratings from BB+ with a negative outlook to BB with a stable outlook. On September 19, 2012, S&P assigned a rating of BBB- to the Credit Agreement. On November 6, 2012, S&P reaffirmed Company’s long-term corporate credit rating of BB and revised the outlook from stable to negative.

On September 19, 2012, Moody’s Investors Service (Moody’s) lowered the Company’s senior unsecured debt ratings from Ba2 to Ba3, assigned a rating of Baa2 to the Credit Agreement and reaffirmed the Company’s long-term corporate family rating of Ba2 with a negative outlook.

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On February 28, 2013, Moody’s and S&P assigned a rating of Ba3 and BB, respectively, to the Company’s new $450.0 million 7.875% senior notes and Moody’s reaffirmed the Company’s long-term corporate family rating and negative outlook.

As a result of the August 1, 2012 downgrade by S&P, the interest rate on the Company’s 11.25% senior notes due February 1, 2019 was increased from 12.0%, as of the June 13, 2012 downgrade by Moody’s, to 12.25%. The September 19, 2012 downgrade by Moody’s further increased the rate on these notes from 12.25% to 12.50%. Subsequent to April 15, 2013, the applicable margin used in the calculation of interest on borrowings under the Credit Agreement and rate for the related facility commitment fees will 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.

Acquisitions

During the three months ended December 31, 2012, the Company paid $37.5 million, net of cash acquired, to purchase Presort and Meisel. During the three months ended September 30, 2012, the Company paid $90.1 million, net of cash acquired, to purchase EDGAR Online and XPO. The Company financed these acquisitions with a combination of cash on hand and borrowings under the Credit Agreement and the Previous Credit Agreement.

Debt Issuances

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, commencing on September 15, 2013. 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.

On March 13, 2012, the Company issued $450.0 million of 8.25% senior notes due March 15, 2019. Interest on the notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2012. The net proceeds from the offering and cash on hand were used to repurchase $341.8 million of the 4.95% senior notes due April 1, 2014 and $100.0 million of the 5.50% senior notes due May 15, 2015.

RISK MANAGEMENT

The Company is exposed to interest rate risk on its variable debt and price risk on its fixed-rate debt. At March 31, 2013, the Company’s exposure to rate fluctuations on variable-interest borrowings was $681.7 million, including $658.0 million notional value of interest rate swap agreements (See Note 15, Derivatives, to the Condensed Consolidated Financial Statements) and $23.7 million in borrowings under international credit facilities and other long-term debt. Including the effect of the fixed to floating interest rate swaps, approximately 81% of the Company’s outstanding term debt was comprised of fixed-rate debt as of March 31, 2013.

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 March 31, 2013, the aggregate notional amount of outstanding foreign exchange forward contracts was approximately $515.6 million (see Note 15, Derivatives, to the Condensed Consolidated Financial Statements). Net unrealized losses from these foreign exchange forward contracts were $4.1 million at March 31, 2013. The Company does not use derivative financial instruments for trading or speculative purposes.

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

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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 March 31, 2013 by approximately $102.6 million.

OTHER INFORMATION

Environmental, Health and Safety

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

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.

New Accounting Pronouncements and Pending Accounting Standards

During the three months ended March 31, 2013, the Company adopted various accounting standards. See Note 17, New Accounting Pronouncements, to the Condensed Consolidated Financial Statements for a description of the accounting standards adopted during the three months ended March 31, 2013.

Pending standards and their estimated effect on the Company’s consolidated financial statements are described in Note 17, New Accounting Pronouncements, to the Condensed Consolidated Financial Statements.

CAUTIONARY STATEMENT

We have 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:

• the volatility and disruption of the capital and credit markets, and adverse changes in the global economy;

• successful execution and integration of acquisitions;

• successful negotiation of future acquisitions; and the ability of the Company to integrate operations successfully and achieve enhanced earnings or effect cost savings;

• the ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, systems integration and other key strategies;

• the ability to divest non-core businesses;

• future growth rates in the Company’s core businesses;

• competitive pressures in all markets in which the Company operates;

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• the Company’s ability to access debt and the capital markets and the ability of our counterparties to perform their contractual obligations under our lending and insurance agreements;

• changes in technology, including the electronic substitution and migration of paper based documents to digital data formats;

• factors that affect customer demand, including changes in postal rates, postal regulations and service levels, changes in the capital markets, changes in advertising markets, customers’ budgetary constraints and changes in customers’ short-range and long-range plans;

• the ability to gain customer acceptance of the Company’s new products and technologies;

• the ability to secure and defend intellectual property rights and, when appropriate, license required technology;

• customer expectations and financial strength;

• performance issues with key suppliers;

• changes in the availability or costs of key materials (such as ink, paper and fuel) or in prices received for the sale of by-products;

• changes in ratings of the Company’s debt securities;

• the ability of the Company to comply with covenants under its credit agreement and indentures governing its debt securities;

• the ability to generate cash flow or obtain financing to fund growth;

• the effect of inflation, changes in currency exchange rates and changes in interest rates;

• the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, environmental compliance (including the emission of greenhouse gases and other air pollution controls), health and welfare benefits (including the Patient Protection and Affordable Care Act, as modified by the Health Care and Education Reconciliation Act, and further healthcare reform initiatives), price controls and other regulatory matters and the cost, which could be substantial, of complying with these laws and regulations;

• contingencies related to actual or alleged environmental contamination;

• the retention of existing, and continued attraction of additional customers and key employees;

• the effect of a material breach of security of any of the Company’s systems;

• the failure to properly use and protect customer information and data;

• the effect of labor disruptions or labor shortages;

• the effect of economic and political conditions on a regional, national or international basis;

• the effect of economic weakness and constrained advertising;

• uncertainty about future economic conditions;

• the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere;

• the possibility of a regional or global health pandemic outbreak;

• disruptions to the Company’s operations resulting from possible natural disasters, interruptions in utilities and similar events;

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• adverse outcomes of pending and threatened litigation; and

• other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including under “Risk Factors” in the Company’s Annual Report on Form 10-K.

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 our current plans, estimates and beliefs. We do not undertake and specifically decline 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. We undertake 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 “Liquidity and Capital Resources.”

Item 4. Controls and Procedures

(a) Disclosure 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 March 31, 2013, 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 March 31, 2013 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.

(b) Changes in internal control over financial reporting.

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 March 31, 2013 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 2:  Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased(a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2013—January 31, 2013	—	$	—	—	$	—
February 1, 2013—February 28, 2013	106,280		10.37	—	$	—
March 1, 2013—March 31, 2013	539,608		10.41	—	$	—
Total	645,888	$	10.40	—

(a) Shares withheld for tax liabilities upon vesting of equity awards

_____________

The Credit Agreement generally allows annual dividend payments of up to $200.0 million in aggregate, though additional dividends may be allowed subject to certain conditions. See Exhibit 4.6 for additional details.

Item 4: Mine Safety Disclosures

Not applicable

Item 6. Exhibits

3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 2, 2007)
3.2	By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated February 16, 2012, filed on February 21, 2012)
4.1	Instruments, other than those defining the rights of holders of long-term debt not registered under the Securities Exchange Act of 1934 of the registrant and of all subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (4)(iii)(A) of Item 601 of Regulation S-K. Registrant agrees to furnish a copy of any such instrument to the Commission upon request.
4.2	Indenture dated as of November 1, 1990 between the Company and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4 filed with the Company’s Form SE filed on March 26, 1992)
4.3	Indenture dated as of March 10, 2004 between the Company and LaSalle National Bank Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed on May 10, 2004)

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4.4	Indenture dated as of May 23, 2005 between the Company and LaSalle Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 23, 2005, filed on May 25, 2005)
4.5	Indenture dated as of January 3, 2007 between the Company and LaSalle Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on January 3, 2007)
4.6	Credit Agreement dated October 15, 2012, among the Company, as the borrower, certain of its subsidiaries, as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 15, 2012, filed on October 16, 2012)
10.1	Policy on Retirement Benefits, Phantom Stock Grants and Stock Options for Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 6, 2008)*
10.2	Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,2012, filed on August 1, 2012)*
10.3	Directors’ Deferred Compensation Agreement, as amended (incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed on November 12, 1998)*
10.4	Amended and Restated Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on February 27, 2008)*
10.5	2004 Performance Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*
10.6	Amended and Restated R.R. Donnelley & Sons Company Unfunded Supplemental Benefit Plan (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed on November 3, 2010)*
10.7	Amendment to Amended and Restated R.R. Donnelley & Sons Company Unfunded Supplemental Benefit Plan (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed on November 3, 2010)*
10.8	Supplemental Executive Retirement Plan for Designated Executives—B (incorporated by reference to Exhibit 10.1 to Moore Wallace Incorporated’s (Commission file number 1-8014) Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 14, 2001)*
10.9	Form of Option Agreement for certain executive officers (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 14, 2005)*
10.10	Form of Cash Bonus Agreement for certain executive officers (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 5, 2010)*
10.11	Form of Restricted Stock Unit Award Agreement for certain executive officers, as amended (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*
10.12	Form of Restricted Stock Unit Award Agreement for directors (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 14, 2005)*

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10.13	Form of Restricted Stock Unit Award Agreement for directors (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on February 27, 2008)*
10.14	Form of Amendment to Director Restricted Stock Unit Awards dated May 21, 2009 (incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 5, 2009)*
10.15	Form of Amendment to Director Restricted Stock Unit Awards (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*
10.16	Form of Restricted Stock Unit Award Agreement for directors (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*
10.17	Form of Director Restricted Stock Unit Awards (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 5, 2009)*
10.18	Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed May 4, 2011)*
10.19	Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed May 2, 2012)*
10.20	Form of Performance Share Unit Award Agreement (filed herewith)*
10.21	Form of Cash Retention Award Agreement (filed herewith)*
10.22	Form of Cash Bonus Award Agreement for certain executive officers (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed May 2, 2012)*
10.23	Amended and Restated Employment Agreement dated as of November 30, 2008 between the Company and Thomas J. Quinlan, III (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*
10.24	Amended and Restated Employment Agreement dated as of November 30, 2008 between the Company and John R. Paloian (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*
10.25	Amended and Restated Employment Agreement dated as of November 28, 2008 between the Company and Daniel L. Knotts (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*
10.26	Amended and Restated Employment Agreement dated as of December 18, 2008 between the Company and Suzanne S. Bettman (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*
10.29	Amended and Restated Employment Agreement dated as of May 3, 2011 between the Company and Daniel N. Leib (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed May 4, 2011)*
10.30	Amended and Restated Employment Agreement dated as of November 21, 2008 between the Company and Andrew B. Coxhead (filed herewith)*

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10.31	Form of Indemnification Agreement for directors (incorporated by reference to Exhibit. 10.32 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 8, 2005)*
10.32	Amended and Restated Management by Objective Plan (filed herewith)*
10.33	Amended 2009 Management by Objective Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on February 24, 2010)*
14	Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 1, 2004)
21	Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on February 26, 2013)
31.1	Certification by Thomas J. Quinlan, III, President and Chief Executive Officer, required by Rule 13a-14(a) and Rule 15d- 14(a) of the Securities Exchange Act of 1934 (filed herewith)
31.2	Certification by Daniel N. Leib, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 (filed herewith)
32.1	Certification by Thomas J. Quinlan, III, President and Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d- 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith)
32.2	Certification by Daniel N. Leib, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan or arrangement.

65  

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.

R.R. DONNELLEY & SONS COMPANY
By:	/S/ DANIEL N. LEIB
	Daniel N. Leib
	Executive Vice President and Chief Financial Officer

By:	/S/ ANDREW B. COXHEAD
	Andrew B. Coxhead
	Senior Vice President and Chief Accounting Officer

Date: April 25, 2013

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EX-10

Exhibit 10.20

R.R. DONNELLEY & SONS COMPANY

PERFORMANCE UNIT AWARD (2012 PIP)

This Performance Unit Award (“Award”) is granted as of March 1, 2013 (the “Grant Date”), by R. R. Donnelley & Sons Company (the “Company”) to XXXXXXXXX (“Grantee”).

1. Grant of Award. This Award is in recognition of your hard work and dedication over the last several years and is granted as an incentive for the Grantee to remain an employee of the Company and share in the future success of the Company. The Company hereby credits to Grantee XXXXX stock units (the “Performance Units”), subject to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the R. R. Donnelley & Sons Company 2012 Performance Incentive Plan (“2012 PIP”). Capitalized terms not defined herein shall have the meanings specified in the 2012 PIP. Grantee shall indicate acceptance of this Award by signing and returning a copy hereof.

2. Determination of Achievement; Distribution of Award.

(a) The number of shares of common stock, par value $1.25 per share, of the Company (the “Common Stock”) payable in respect of the Performance Units will be determined based on the attainment of Cumulative Free Cash Flow against the “Cumulative Free Cash Flow Matrix” as shown on Attachment A hereto. Promptly following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (or promptly following such earlier date as of which, pursuant to Section 4 hereof, to be made), the Committee (as defined in the 2012 PIP) shall determine the attainment against the Cumulative Free Cash Flow Matrix of the Company’s Cumulative Free Cash Flow.

(b) Distribution with respect to this Award shall be made to Grantee as soon as practicable following the determination described in (a) above but no later than 60 days thereafter. Distribution of this Award may be made in Common Stock, cash (based upon the fair market value of the Common Stock on the date of distribution) or any combination thereof as determined by the Committee.

3. Dividends; Voting.

(a) No dividends or dividend equivalents will accrue with respect to the Performance Units.

(b) Grantee shall have no rights to vote shares of common stock represented by the Performance Units unless and until distribution with respect to this Award is made in Common Stock pursuant to paragraph 2(b) above.

4. Treatment upon Separation or Termination.

(a) Notwithstanding any other agreement with Grantee to the contrary, if Grantee terminates his employment for Good Reason (as defined in the Grantee’s employment agreement) or the Company terminates the Grantee’s employment without Cause (as defined in the Grantee’s employment agreement) the Performance Units shall vest and be payable, if at all, on the same terms and conditions that would have applied had Grantee’s employment not terminated (i.e., performance measured on December 31, 2015).

(b) Notwithstanding any other agreement with Grantee to the contrary, if Grantee’s employment terminates by reason of death or Disability (as defined as “total and permanent” disability under the Company’s long-term disability plan for senior executives), fifty percent of any unvested Performance Units shall vest and become payable, assuming the attainment of target performance (100% achievement) or, if greater, based on actual performance through the date of death or determination of Disability.

(c) If Grantee’s employment terminates by reason of retirement on or after age 65 or by reason of a Qualifying Retirement (together, “Retirement”), a pro-rated portion of the Performance Units shall vest and be payable, if at all, on the same terms and conditions that would have applied had Grantee’s employment not terminated (i.e., performance measured on December 31, 2014). The pro-rated portion of the Performance Units shall be determined by multiplying the total number of Performance Units by a fraction, the numerator of which is the total number of days between March 1, 2013 and the date of Grantee’s termination by reason of Retirement and the denominator of which is 1035. A “Qualifying Retirement” is defined as

(i) Grantee is an active participant in a Company sponsored retirement benefit plan and is eligible to commence benefits thereunder at the time of cessation of employment and the Company has not terminated Grantee’s employment for cause (a Grantee that is a participant in the Retirement Benefit Plan of R.R. Donnelley & Sons Company (the “RR Donnelley Pension Plan”) is eligible to commence benefits under the plan if Grantee is eligible to commence benefits under the traditional formula of the RR Donnelley Pension Plan, or would have been eligible to commence benefits under the traditional formula of the RR Donnelley Pension Plan had Grantee been a participant in the traditional formula of the RR

Donnelley Pension Plan during his or her service with R.R. Donnelley & Sons Company and/or any subsidiary at the time of cessation of employment);

(ii) Grantee is not an active participant in a Company sponsored retirement benefit plan but Grantee would have been eligible to commence benefits under the traditional formula of the RR Donnelley Pension Plan had Grantee been a participant in the traditional formula of the RR Donnelley Pension Plan during his or her service with the Company and/or any subsidiary at the time of cessation of employment; or

(iii) a cessation of employment that the Committee determines is a Qualifying Retirement.

(d) Notwithstanding any other agreement with Grantee to the contrary, if Grantee’s employment is terminated by the Company for Cause or is terminated by Grantee other than for Good Reason or by reason of Retirement, any unvested Performance Units shall be forfeited.

5. Treatment upon Change in Control. Notwithstanding anything provided in the 2012 PIP or any other agreement with Grantee to the contrary, upon the Acceleration Date associated with a Change in Control, all of the Performance Units shall vest and become payable at the fifty percent payout level with respect to that number of shares of Common Stock that would be payable or, if greater, based on actual performance through the Change in Control Date.

6. Withholding Taxes

(a) As a condition precedent to the issuance to Grantee of any shares of Common Stock pursuant to this Award, the Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee.

(b) Grantee may elect to satisfy his obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company of previously owned whole shares of Stock for which Grantee has good title, free and clear of all liens and encumbrances, having a fair market value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, or (3) directing the Company to withhold a number of shares of Common Stock otherwise issuable to Grantee pursuant to this Award having a fair market value, determined as of the Tax Date, equal to the Required Tax Payments or any combination of (1)-(3). Any fraction of a share of Common Stock that would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full. For purposes of this Award, the fair market value of a share of Common Stock on a specified date shall be determined by reference to the closing stock price in trading of the Common Stock on such date, or, if no such trading in the Common Stock occurred on such date, then on the next preceding date when such trading occurred.

7. Miscellaneous

(a) The Company shall pay all original issue or transfer taxes with respect to the issuance or delivery of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will use reasonable efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

(b) Nothing in this Award shall confer upon Grantee any right to continue in the employ of the Company or any other company that is controlled, directly or indirectly, by the Company or to interfere in any way with the right of the Company to terminate Grantee’s employment at any time.

(c) No interest shall accrue at any time on this Award or the Performance Units.

(d) This Award shall be governed in accordance with the laws of the state of Illinois.

(e) This Award shall be binding upon and inure to the benefit of any successor or successors to the Company.

(f) Neither this Award nor the Performance Units nor any rights hereunder or thereunder may be transferred or assigned by Grantee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or other procedures approved by the Company. Any other transfer or attempted assignment, pledge or hypothecation, whether or not by operation of law, shall be void.

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(g) The Committee, as from time to time constituted, shall have the right to determine any questions that arise in connection with this Agreement or the Performance Units. This Agreement and the Performance Units are subject to the provisions of the Plan and shall be interpreted in accordance therewith.

(h) If there is any inconsistency between the terms and conditions of this Award and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall control.

IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly authorized officer.

R. R. DONNELLEY & SONS COMPANY

By:	/S/ Thomas Carroll
Name:	Thomas Carroll
Title:	EVP, Chief Human Resources Officer

All of the terms of this Agreement are accepted as of this day of , 2013.

Grantee:

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Attachment A

DEFINITIONS:

“Free Cash Flow” for a fiscal year shall be equal to net cash provided by (used in) operating activities of continuing operations for such year less capital expenditures (as reported in the Financial Statements) for such year. Free Cash Flow shall be adjusted by the Committee, as it shall deem reasonably necessary and appropriate, to avoid any increase or diminution in the opportunity conveyed by the Performance Units that could result from (i) (whether at the time of or subsequent to) any acquisition or disposition of any business or division (whether by merger, stock purchase or sale, sale or purchase of assets, or otherwise) made by the Company or (ii) other significant events that in the Committee’s judgment have caused an increase or diminution in the opportunity conveyed by the Performance units (including, but not limited to, significant changes in financial or capital structure, significant regulatory changes, or significant changes in tax laws).

“Cumulative Free Cash Flow” shall equal the sum of the Free Cash Flow amounts for the years ended December 31, 2013, 2014 and 2015.

“Financial Statements” shall mean the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K filed for the applicable year.

CUMULATIVE FREE CASH FLOW MATRIX:

The attainment of Cumulative Free Cash Flow shall be compared to the matrix below to determine the payout under the Performance Units, if any.

PSU Targets

	2013	2014	2015	Total
	FCF	FCF	FCF	FCF	Shares
Target (100%)	$ 410	$ 385	$ 355	1,150	485,000

Achievement level		Payout level
	>= 98%	100%	$ 1,127	485,000
	95 - 98%	90%	$ 1,093	436,500
	90 - 94%	80%	$ 1,035	388,000
	85 - 89%	70%	$ 978	339,500
	80 - 84%	60%	$ 920	291,000
	75 - 79%	50%	$ 863	242,500
	<75%	0%	$ —	—

Notes: FCF = Cash flow provided by (used in) operating activities of continuing operations less capital expenditures.

FCF targets may require adjustment by the HRC based on business acquisitions or disposition or other significant events.

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EX-10

Exhibit 10.21

R.R. DONNELLEY & SONS COMPANY

CASH RETENTION AWARD

(2012 PIP)

This Cash Retention Award (“Award”) is granted as of March 1, 2013 by R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), to XXXXXXXXXX (“Grantee”).

1. Grant of Award. This Award is in recognition of your hard work and dedication over the last several years and is granted as an incentive for the Grantee to remain an employee of the Company and share in the future success of the Company. The Company hereby credits to Grantee $ (the “Retention Award”), subject to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the Company’s 2012 Performance Incentive Plan (the “2012 PIP”). Capitalized terms not defined herein shall have the meanings specified in the 2012 PIP. Grantee shall indicate acceptance of this Award by signing and returning a copy hereof.

2. Vesting.

(a) Except to the extent otherwise provided in paragraph 2(b) or 3 below, the Retention Award shall vest and be payable 100% on March 2, 2017.

(b) Upon the Acceleration Date associated with a Change in Control, the Retention Award, shall, in accordance with the terms of the 2012 PIP, become fully vested.

3. Treatment Upon Separation from Service.

(a) If Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h), hereinafter a “Separation from Service”) (i) by reason of death (ii) by reason of Disability (as defined as in the Company’s long-term disability policy as in effect at the time of Grantee’s disability) or (iii) initiated by the Company without cause a pro-rated portion of the Retention Award shall become fully vested and payable. The pro-rated portion of the Retention Award shall be determined by multiplying the amount of the Retention Award by a fraction, the numerator of which is the total number of days between the grant date and the date of Grantee’s termination as set forth in the paragraph 3(a) and the denominator of which is 1461.

(b) If Grantee has a Separation from Service either (i) prior to age 65 by reason of a Qualifying Retirement or (ii) on account of retirement on or after age 65, the Retention Award shall vest in accordance with the terms of paragraph 3(a) above. A “Qualifying Retirement” is defined as

(A) Grantee is an active participant in a Company sponsored retirement benefit plan and is eligible to commence benefits thereunder at the time of Separation from Service and Grantee’s Separation from Service was not initiated by the Company for Cause (a Grantee that is a participant in the Retirement Benefit Plan of R.R. Donnelley & Sons Company (the “RR Donnelley Pension Plan”) is eligible to commence benefits under the plan if Grantee is eligible to commence benefits under the traditional formula of the RR Donnelley Pension Plan, or would have been eligible to commence benefits under the traditional formula of the RR Donnelley Pension Plan had Grantee been a participant in the traditional formula of the RR Donnelley Pension Plan during his or her service with R.R. Donnelley & Sons Company and/or any subsidiary at the time of Separation from Service); or

(B) Grantee is not an active participant in a Company sponsored retirement benefit plan but Grantee would have been eligible to commence benefits under the traditional formula of the RR Donnelley Pension Plan had Grantee been a participant in the traditional formula of the RR Donnelley Pension Plan during his or her service with the Company and/or any subsidiary at the time of Separation from Service; or

(C) a Separation from Service that the Committee determines is a Qualifying Retirement.

(c) If Grantee has a Separation from Service other than as set forth in paragraph 3(a) or (b) above, the Retention Award shall be forfeited.

4. Payment of Award. As soon as practicable following the vesting date , the Company shall pay Grantee the Retention Award, subject to deduction of the Required Tax Payments in accordance with paragraph 5 below; provided, however, that if Grantee has a Separation from Service described in Section 3(b) and Grantee is a “specified employee” within the meaning set forth in the document entitled “409A: Policy of R.R. Donnelly & Sons Company and to Affiliates Regarding Specified Employees” on the date of Grantee’ Separation from Service, then the date of payment shall be postponed to the first business day of the sixth month occurring after the month in which the date of Grantee’s Separation from Service occurs (or, if earlier, thirty days after the date of Grantee’s death).

5. Withholding Taxes. As a condition precedent to the payment of the Retention Award pursuant to this Award, the Company may, in its discretion, deduct from any amount then or thereafter payable by the Company to Grantee such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award.

6. Non-Solicitation.

(a) Grantee hereby acknowledges that the Company’s relationship with the customer or customers Grantee serves, and with other employees, is special and unique, based upon the development and maintenance of good will resulting from the customers’ and other employees’ contacts with the Company and its employees, including Grantee. As a result of Grantee’s position and customer contacts, Grantee recognizes that Grantee will gain valuable information about (i) the Company’s relationship with its customers, their buying habits, special needs, and purchasing policies, (ii) the Company’s pricing policies, purchasing policies, profit structures, and margin needs, (iii) the skills, capabilities and other employment-related information relating to Company employees, and (iv) and other matters of which Grantee would not otherwise know and that is not otherwise readily available. Such knowledge is essential to the business of the Company and Grantee recognizes that, if Grantee has a Separation from Service, the Company will be required to rebuild that customer relationship to retain the customer’s business. Grantee recognizes that during a period following Separation from Service, the Company is entitled to protection from Grantee’s use of the information and customer and employee relationships with which Grantee has been entrusted by the Company during Grantee’s employment.

(b) Grantee acknowledges and agrees that any injury to the Company’s customer relationships, or the loss of those relationships, would cause irreparable harm to the Company. Accordingly, Grantee shall not, while employed by the Company and for a period of one year from the date of Grantee’s Separation from Service for any reason, including Separation from Service initiated by the Company with or without cause, directly or indirectly, either on Grantee’s own behalf or on behalf of any other person, firm or entity, solicit or provide services that are the same as or similar to the services the Company provided or offered while Grantee was employed by the Company to any customer or prospective customer of the Company (i) with whom Grantee had direct contact during the last two years of Grantee’s employment with the Company or about whom Grantee learned confidential information as a result of his or her employment with the Company or (ii) with whom any person over whom Grantee had supervisory authority at any time had direct contact during the last two years of Grantee’s employment with the Company or about whom such person learned confidential information as a result of his or her employment with the Company.

(c) Grantee shall not, while employed by the Company and for a period of two years following Separation from Service Grantee’s Separation from Service for any reason, including Separation from Service initiated by the Company with or without cause, either directly or indirectly solicit, induce or encourage any individual who was a Company employee at the time of, or within six months prior to, Grantee’s Separation from Service, to terminate their employment with the Company or accept employment with any entity, including but not limited to a competitor, supplier or customer of the Company, nor shall Grantee cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce or encourage” includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, including but not limited to a competitor, supplier or customer of the Company, or (iii) referring Company employees to personnel or agents employed by any entity, including but not limited to competitors, suppliers or customers of the Company.

7. Miscellaneous.

(a) Nothing in this Award shall confer upon Grantee any right to continue in the employ of the Company or any other company that is controlled, directly or indirectly, by the Company or to interfere in any way with the right of the Company to terminate Grantee’s employment at any time.

(b) This Award shall be governed in accordance with the laws of the state of Delaware.

(c) This Award shall be binding upon and inure to the benefit of any successor or successors to the Company.

(d) Neither this Award nor any rights hereunder may be transferred or assigned by Grantee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or other procedures approved by the Company. Any other transfer or attempted assignment, pledge or hypothecation, whether or not by operation of law, shall be void.

(e) The Committee, as from time to time constituted, shall have the right to determine any questions which arise in connection with this Agreement. This Agreement and the Award are subject to the provisions of the 2012 PIP and shall be interpreted in accordance therewith.

(f) If there is any inconsistency between the terms and conditions of this Award and the terms and conditions of Grantee’s employment agreement, employment letter or other similar agreement, the terms and conditions of such agreement shall control.

(g) This Award is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. This Award shall be administered and interpreted to the extent possible in a manner consistent with the intent expressed in this paragraph. If any compensation or benefits provided by this Award may result in the application of section 409A of the Code, the Company shall, in consultation with you, modify this Award as necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such section 409A of the Code or in order to comply with the provisions of section 409A of the Code. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to section 409A of the Code, you are solely responsible for the payment of any taxes and interest due as a result.

IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly authorized officer.

R.R. Donnelley & Sons Company
By:	/S/ Thomas Carroll
Name:	Thomas Carroll
Title:	EVP, Chief Human Resources Officer

All of the terms of this Award are accepted as of this day of , 2013.

Grantee:

EX-10

Exhibit 10.30

RR DONNELLEY Global Headquarters     111 South Wacker Drive Chicago, Illinois 60606-4301 Telephone (312) 326 8000

November 21, 2008

Dear Drew:

The purpose of this letter is to amend and restate in its entirety the employment agreement dated October 29, 2007 between you and R.R. Donnelley & Sons Company (“Donnelley” or “Company”) to bring the terms of the employment agreement into compliance with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). All capitalized terms used but not defined in the text of this agreement (“Agreement”) shall have the meanings assigned to such terms in Annex A.

The terms of this Agreement are as follows:

1. Title and Responsibilities. You will continue to serve as Senior Vice President, Controller in accordance with the terms and provisions of this Agreement as well as any employment and other policies applicable to employees of the Company and its subsidiaries from time to time during the term of your employment. You will have the customary duties, responsibilities and authorities of such position. You will also receive such office, staffing and other assistance as is commensurate with that received by other executives at your level in the Company.

2. Employment at Will. You and we hereby acknowledge that your employment with the Company constitutes “at-will” employment and that either party may terminate your employment at any time upon written notice of termination within a reasonable period of time before the effective date of your Separation from Service.

3. Compensation. You will receive the following compensation and benefits, from which the Company may withhold any amounts required by applicable law.

a. Base Salary. The Company will pay you a base salary (“Base Salary”) at the rate of $300,000 per year. This Base Salary will be paid in accordance with the normal payroll practices of the Company.

b. Annual Bonus. In respect of each calendar year of the Company, you will be eligible to receive an annual bonus (the “Annual Bonus”) in accordance with the Company’s annual incentive compensation plan (“Plan”) with a target bonus opportunity of 75% of Base Salary. The performance objectives for your Annual Bonus with respect to each calendar year will be determined as provided for in the Plan. Any Annual Bonus which you become entitled to receive shall be paid to you no later than the 15^th day of the third month following the end of the calendar year in which the bonus was earned, unless you timely elect to defer all or a portion of such bonus pursuant to the Company’s deferred compensation plan.

c. Vacation. You will be eligible for four weeks vacation annually.

d. Benefits. You will continue to be eligible to participate in the employee benefit plan and programs generally applicable to Donnelley employees.

4. Severance. If your Separation from Service with the Company (and its at least 80% owned subsidiaries and affiliates) is initiated by the Company without Cause, the following will apply:

a. Severance Pay. The Company will pay you an amount equal to one times your Annualized Total Compensation (“Severance Pay”), subject to the prompt execution by you of the Company’s customary release, which amount shall be payable in equal installments on the 15^th and last days of each of the 12 months following the thirtieth (30^th) day after the date of your Separation from Service (if the 15^th or last day of a month is not a business day, on the closest business day to such day).

b. Benefits. Your medical, dental and vision insurance coverage in effect immediately before the date of your Separation from Service will continue to be available to you under the group health plan continuation coverage laws (“COBRA”) for a period of 18 months following the date of your Separation from Service (the “COBRA Period”). If you elect COBRA coverage, it will be available to you for the first 12 months of the COBRA Period at the same cost your insurance coverage is available to active employees. After the first 12 months of COBRA coverage, the Company will no longer subsidize the cost of your COBRA coverage and, thus, insurance coverage for the remainder of the COBRA Period will be available to you only at the full COBRA rates then in effect. Your short-term and long-term disability, group life insurance and accidental death and dismemberment insurance end on the date of your Separation from Service.

c. Resignations. You shall resign from such offices and directorships, if any, of the Company that you may hold from time to time.

d. Indemnification. Your rights of indemnification under the Company’s organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s liability insurance coverage for, in both cases, actions as an officer of the Company shall survive your Separation from Service.

e. Section 409A. If you are a “specified employee” within the meaning set forth in the document entitled “409A: Policy of R.R. Donnelley & Sons Company and its Affiliates Regarding Specified Employees” on the date of your Separation from Service, then any amounts payable pursuant to this Agreement or otherwise that (i) become payable as a result of your Separation from Service and (ii) are subject to section 409A of the Code as a result of your Separation from Service shall not be paid until the earlier of (x) the first business day of the sixth month occurring after the month in which the date of your Separation from Service occurs and (y) the date of your death. Notwithstanding the immediately preceding sentence, amounts payable to you as a result of your Separation from Service that do not exceed two times the lesser of (i) your annualized compensation based upon your annual rate of Base Salary for the year prior to the year in which the date of your Separation from Service occurs and (ii) the maximum amount that may be taken into account under section 401(a)(17) of the Code in the year in which the date of your Separation from Service occurs may be paid as otherwise scheduled. If any compensation or benefits provided by this Agreement may result in the application of section 409A of the Code, then the Company shall, in consultation with you, modify this Agreement to the extent permissible under section 409A of the Code in the least restrictive manner as necessary to exclude such compensation and benefits from the definition of “deferred compensation” within the meaning of such section 409A of the Code or in order to comply with the provisions of section 409A of the Code. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to section 409A of the Code, you are solely responsible for the payment of any taxes and interest due as a result.

5. Restrictive Covenants. You and Donnelley recognize that due to the nature of your employment and relationship with Donnelley, you will have access to and develop confidential business information, proprietary information, and trade secrets relating to the business and operations of Donnelley and its affiliates. You acknowledge that such information is valuable to the business of Donnelley and its affiliates, and that disclosure to, or use for the benefit of, any person or entity other than Donnelley or its affiliates, would cause substantial damage to Donnelley. You further acknowledge that your duties for Donnelley include the opportunity to develop and maintain relationships with Donnelley customers, employees, representatives and agents on behalf of Donnelley, and that access to and development of those close relationships with Donnelley customers render your services special, unique and extraordinary. In recognition that the good will and relationships described herein are assets and extremely valuable to Donnelley, and that loss of or damage to those relationships would destroy or diminish the value of Donnelley, you agree as follows:

a. Noncompetition. In consideration of the covenants and agreements of the Company herein contained, the payments to be made by the Company pursuant to this Agreement, the positions of trust and confidence you occupy and have occupied with the Company and the information of a highly sensitive and confidential nature obtained as a result of such positions, you agree that, from the date of your Separation from Service for any reason, including a Separation from Service initiated by Donnelley with or without Cause, and for 12 months thereafter, you will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, worldwide, engage in any business which is competitive with the business of Donnelley. You may, however, own stock or the rights to own stock in a company covered by this paragraph that is publicly owned and regularly traded on any national exchange or in the over-the-counter market, so long as your holdings of stock or rights to own stock do not exceed the lesser of (i) 1% of the capital stock entitled to vote in the election of directors and (ii) the combined value of the stock or rights to acquire stock does not exceed your gross annual earnings from the Company.

b. Importance of Customer Relationships. You recognize that Donnelley’s relationship with the customer or customers you serve, and with other employees, is special and unique, based upon the development and maintenance of good will resulting from the customers’ and other employees’ contacts with Donnelley and its employees, including you. As a result of your position and customer contacts, you recognize that you will gain valuable information about (i) Donnelley’s relationship with its customers, their buying habits, special needs, purchasing policies (ii) the skills, capabilities and other employment-related information about Donnelley employees, and (iii) other matters which you would not otherwise know and which is not otherwise readily available. Such knowledge is essential to the business of Donnelley and you recognize that your Separation from Service shall require Donnelley to rebuild that customer relationship to retain the customer’s business. You recognize that during a period following your Separation from Service, Donnelley is entitled to protection from your using the information and customer and employee relationships with which you have been entrusted by Donnelley during your employment.

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c. Nonsolicitation of Customers. You shall, not while employed by Donnelley and for a period of 12 months from the date of your Separation from Service with Donnelley for any reason, including your Separation from Service initiated by Donnelley with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit or provide services which are the same as or similar to the services Donnelley provided or offered while you were employed by Donnelley to any customer or prospective customer of Donnelley (i) with whom you had direct contact in the course of your employment with Donnelley or about whom you learned confidential information as a result of your employment with Donnelley or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the course of his or her employment with Donnelley or about whom such person learned confidential information as a result of his or her employment with Donnelley.

d. Nonsolicitation of Employees. You shall not while employed by Donnelley and for a period of two years from the date of your Separation from Service with Donnelley for any reason, including your Separation from Service initiated by Donnelley, with or without Cause, either directly or indirectly solicit, induce or encourage any Donnelley employee(s) to terminate their employment with Donnelley or to accept employment with any entity, including but not limited to a competitor, supplier or customer of Donnelley, nor shall you cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce or encourage” includes, but is not limited to, (a) initiating communications with a Donnelley employee relating to possible employment, (b) offering bonuses or additional compensation to encourage Donnelley employees to terminate their employment with Donnelley and accept employment with a competitor, supplier or customer of Donnelley, or (c) referring Donnelley employees to personnel or agents employed by competitors, suppliers or customers of Donnelley.

e. Confidential Information. You are prohibited from, at any time during your employment with the Company or thereafter, disclosing or using any Confidential Information for your benefit or any other person or entity, unless directed or authorized in writing by the Company to do so, until such time as the information becomes generally known to the public without your fault. “Confidential Information” means information (i) disclosed to or known by you as a consequence of your employment with the Company, (ii) not generally known to others outside the Company, and (iii) that relates to the Company’s marketing, sales, finances, operations, processes, methods, techniques, devices, software programs, projections, strategies and plans, personnel information, industry contacts made during your employment, and customer information, including customer needs, contacts, particular projects, and pricing. These restrictions are in addition to any confidentiality restrictions in any other agreement you may have signed with the Company.

f. Obligation upon Subsequent Employment. If you accept employment with any future employer during the time period that equals the greater of one year following the date of your Separation from Service with Donnelley and the Severance Period (regardless of whether you actually receive severance benefits during that period), you will deliver a copy of this Agreement to such employer and advise such employer concerning the existence of your obligations under this Agreement.

g. Company’s Right to Injunctive Relief. By execution of this Agreement, you acknowledge and agree that the Company would be damaged irreparably if any provision under this Section 5 were breached by you and money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors or permitted assigns in order to protect its interests, shall pursue, in addition to other rights and remedies existing in its favor, an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). With respect to such enforcement, the prevailing party in such litigation shall be entitled to recover from the other party any and all attorneys’ fees, costs and expenses incurred by or on behalf of that party in enforcing or attempting to enforce any provision under this Section 5 or any other rights under this Agreement.

6. General.

a. Acknowledgement of Reasonableness and Severability. You acknowledge and agree that the provisions of this Agreement, including Section 5, are reasonable and valid in geographic, temporal and subject matter scope and in all other respects, and do not impose limitations greater than are necessary to protect the goodwill, Confidential Information and other business interests of the Company. If any court subsequently determines that any part of this Agreement, including Section 5, is invalid or unenforceable, the remainder of the Agreement shall not be affected and shall be given full effect without regard to the invalid portions. Further, any court invalidating any provision of this Agreement shall have the power to revise the invalided provisions such that the provision is enforceable to the maximum extent permitted by applicable law.

b. Non-duplication of Severance Pay. If, upon ultimate termination of employment, the separation pay for which you would be eligible under the R.R. Donnelley & Sons Company Separation Pay Plan applicable to employees generally, if any, would be greater than the separation pay payable under to this Agreement, then your Severance Pay shall be increased to correspond to the pay you would have been eligible for under such Plan. To avoid duplicate payments, if

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you are eligible to receive severance under this Agreement, you hereby waive any payments under the R. R. Donnelley & Sons Company Separation Pay Plan.

c. Employee Breach. If you breach this Agreement or any other agreement you have signed with the Company, the Company may, in its complete discretion, stop making any of the payments provided for in this Agreement.

d. Arbitration. Any controversy arising out of or relating to this Agreement or the breach of this Agreement that cannot be resolved by you and the Company, including any dispute as to the calculation of any payments hereunder, and the terms of this Agreement, shall be determined by a single arbitrator in New York, New York, in accordance with the rules of JAMS; provided, however, that either party may seek preliminary injunctive relief to maintain or restore the status quo pending a decision of the arbitrator, and the parties consent to the exclusive jurisdiction of the courts of the State of Delaware or the Federal courts of the United States of America located in the District of Delaware in connection therewith. The decision of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. The arbitrator may award the party he determines has prevailed in the arbitration any legal fees and other fees and expenses that may be incurred in respect of enforcing its respective rights.

e. Governing Law. All disputes arising under or related to this Agreement shall at all times be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) and decisions of the State of Delaware as applied to agreements executed in and to be fully performed within that State.

f. Notice and Execution. This Agreement may be executed in counterparts. Any notice or request required or permitted to be given hereunder shall be sufficient if in writing and deemed to have been given if delivered personally or sent by certified mail, return receipt requested, to you at the address above, and to the Company at its Corporate Headquarters (Attn: Corporate Secretary).

g. Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter contained herein, and fully supersedes any prior agreements or understandings between us. This Agreement may not be changed or amended orally, but only in writing signed by both parties.

h. Waiver. The failure of either party hereto to enforce at any time any provision of this Agreement shall not be construed as a waiver of such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

i. Assignments and Successors. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its successors and assigns. Your rights and obligations under this Agreement shall inure to the benefit of and be binding upon your designated beneficiary or legal representative, provided, however, that you may not assign any of your rights and obligations hereunder.

If the foregoing terms and conditions are acceptable and agreed to by you, please sign on the line provided below to signify such acceptance and agreement and return the executed copy to the Chief Human Resources Officer.

Very truly yours,

R.R. Donnelley & Sons Company
By:	/S/ Thomas J. Quinlan, III
	Thomas J. Quinlan, III President & Chief Executive Officer

ACCEPTED AND AGREED to this 24^th day of November

/S/ Andrew Coxhead

Andrew Coxhead

4  

Annex A

Definitions

1. “Annualized Total Compensation” means Base Salary plus Annual Bonus (at the target level) for one year at the rate in effect immediately before the date of your Separation from Service, but, for these calculations only, your Base Salary and target bonus percentage shall not be less than the amount set forth in Section 3, above.

2. “Cause” means (i) your willful and continued failure to perform substantially your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such failure subsequent to your being delivered a notice of termination without Cause) after a written demand for substantial performance is delivered to you by the Chief Financial Officer, the Chief Executive Officer, or the Board that identifies the manner in which you have not performed your duties, (ii) your willful engaging in conduct which is demonstrably and materially injurious (monetarily or otherwise) to the business, reputation, character or community standing of the Company, (iii) conviction of or the pleading of nolo contendere with regard to a felony or any crime involving fraud, dishonesty or moral turpitude, or (iv) refusal or failure to attempt in good faith to follow the written direction of the Chief Financial Officer, the Chief Executive Officer, or the Board (provided that such written direction is consistent with your duty and station) promptly upon receipt of such written direction. For the purposes of this definition, no act or failure to act by you shall be considered “willful” unless done or omitted to be done by you in bad faith and without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of the Company’s principal outside counsel shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Company shall provide you with a reasonable amount of time, after a notice and demand for substantial performance is delivered to you, to cure any such failure to perform, and if such failure is so cured within a reasonable time thereafter, such failure shall not be deemed to have occurred.

3. “Committee” means a committee designated by the Chief Human Resources Officer of the Company.

4. “Separation from Service” means a termination of employment with the Company within the meaning of Treasury Regulation § 1.409A-1(h).

5  

EX-10

Exhibit 10.32

RR Donnelley

Management By Objective Plan

(As amended and restated effective April 10, 2013)

OVERVIEW

The RR Donnelley Management By Objective Plan (the “Management By Objective Plan” or the “Plan”) is designed to promote the growth and profitability of RR Donnelley and its subsidiaries with incentives to reward and enhance the retention of eligible employees. Awards are made depending on the Company’s financial performance and on how well an eligible employee performs against individual objectives that link to and support RR Donnelley’s strategic and financial priorities.

The Plan is a sub-plan of the R. R. Donnelley & Sons Company 2012 Performance Incentive Plan (the “2012 PIP”) and is subject to all of the performance conditions established pursuant to the 2012 PIP and the limitations set forth therein. With respect to participants who are subject to Section 162(m) of the Internal Revenue Code, as amended (the “Code”), to the extent that any term of the Plan conflicts with the terms of the 2012 PIP, the terms of the 2012 PIP will apply.

The Human Resources Committee of the Board of Directors (the “Committee”) administers the Plan. The Committee has authority to establish rules and regulations for the Plan’s implementation and administration, including the authority to impose limitations and conditions, with respect to competitive employment or otherwise, that are not inconsistent with the Plan’s purposes.

PARTICIPATION

Eligibility is limited to officers selected by the Committee and other key employees designated in writing annually by the Chief Human Resources Officer.

TARGET AWARD PERCENTAGE AND PLAN FUNDING

Each eligible participant’s target incentive opportunity under the Management By Objective Plan is a percentage of such participant’s base salary as of December 31 of the Plan Year, or such other amount as determined by the Committee. This is referred to as the “Target Award Percentage” and will be communicated to eligible participants annually. Eligible wages do not include disability benefit payments. The “Plan Year” for any year is the calendar year. The portion of any Target Award Percentage that is dependent upon achievement of personal objectives may vary based on the participant’s level in the Company (the “Personal Objective Percentage”) and will be communicated to eligible participants annually.

Subject to the performance conditions established under the 2012 PIP and the limitations set forth therein, the Company must fund the Plan for a Plan Year for participants to receive an award for that Plan Year. The decision whether or not to fund the Plan for a particular Plan Year, as well as the Plan’s funding level, is made by the Committee in its sole discretion based on financial performance targets set by the Committee, which may not be amended after the end of the Plan Year. Plan funding is based upon the Company’s actual financial performance for the Plan Year against the previously set targets and if the Committee determines that the financial targets have been met the Plan will be funded.

If the Company funds the Plan, awards will be made based upon the Plan’s funding level and the participant’s achievement of his or her personal objectives, up to 125% of the participant’s Target Award Percentage (or such other percentage as determined by the Committee). The Committee will determine the percentage of the participant’s Target Award Percentage to be paid out based upon the participant’s Personal Objective Percentage, achievement of personal objectives and the Plan’s funding level, and such percentages will be communicated to the participant.

Any actual award made under the Management By Objective Plan can range from 0% to 125% of the Target Award Percentage (or such other percentage as determined by the Committee), depending upon the Plan’s funding level, the participant’s Personal Objective Percentage and achievement of the participant’s personal objectives.

PERSONAL OBJECTIVES

Personal objectives are established for each participant each Plan Year to link and support RR Donnelley’s strategic and financial priorities. A participant’s personal objectives are determined each year in consultation with the participant and his or her manager and are communicated to the participant in writing as part of the objective goal-setting process. The portion of any Target Award Percentage that is dependent upon achievement of personal objectives may vary based on the participant’s level in the Company and will be communicated to eligible participants annually. The Committee’s determination of whether a participant has attained, in whole or in part, the participant’s personal objectives for a Plan Year, shall be final and binding.

AWARD AMOUNT AND PAYMENT

Awards are paid following the Plan Year after the Committee has certified the achievement of performance goals under the 2012 PIP and the Plan funding decisions and personal performance measurements have been made. Except as otherwise provided herein or by the Committee at any time prior to the end of such Plan Year, any award to be paid under the Plan shall be paid to recipients within 2 ¹/₂ months after the end of the Plan Year (i.e., by March 15). A participant must be on the payroll of the Company as of the end of the Plan Year (i.e. as of December 31) to receive an award. Special provisions apply to retirees and in the case of a participant’s death or Disability. (Please refer to the Changes in Employment Status section of this document for details.)

The Committee has the discretionary authority prior to the end of the Plan Year to determine to pay any award in installment payments over a specified period of time. The Committee also has discretionary authority to increase or decrease the amount of the award otherwise payable if it determines prior to the end of the Plan Year that an adjustment is appropriate to better reflect the actual performance of the Company and/or the participant; provided, however, that the Committee may not increase the amount of the award payable to a person who is a “covered employee,” as defined in Section 162(m) of the Code, to an amount in excess of the amount earned under the 2012 PIP; provided further, however, the Committee has discretionary authority to decrease the amount of the award otherwise payable at any time for any person designated as an executive officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, including after the end of the Plan Year. Additionally, the Committee has discretionary authority to reduce the amount of the award otherwise payable if it determines that any participant engaged in misconduct.

BENEFITS AND TAX TREATMENT

Award payments are subject to applicable deductions, including social security taxes and federal and applicable state and local income tax withholding.

The treatment of award payments as compensation for purposes of other RR Donnelley employee benefits plans is determined by the terms of the applicable plans.

CHANGES IN EMPLOYMENT STATUS

A. PROMOTIONS, DEMOTIONS, TRANSFERS, CHANGES IN ASSIGNMENT

If a participant is promoted, demoted, transferred to or between business units or from corporate during the year, any award payout normally will be calculated by prorating the payouts for each eligible position based on the time assigned to that position.

B. NEW HIRE

Employees hired prior to October 1^st of the Plan Year shall be eligible to participate in the Management By Objective Plan in the year of hire if designated. Eligible employees hired after September 30^th of the Plan Year shall not be eligible to begin participation in the Plan until the following year, except for those who receive approval for participation from the Company’s Chief Human Resources Officer.

C. RETIREMENT, DEATH or DISABILITY

A participant’s retirement*, death, or Disability** during a Plan Year or prior to the payment date will not disqualify a participant from eligibility to receive any award that otherwise would be due under the Plan.

* For purposes of the Plan, “retirement” generally means (i) retirement at age 65, or (ii) retirement at or after age 55 with 5 or more years of continuous service.

** For purposes of the Plan, “Disability” means disability as defined as in the Company’s long-term disability policy as in effect at the time of the participant’s disability.

D. OTHER TERMINATION

If participant’s employment terminates for reasons other than retirement (as defined above), death, or Disability (as defined above) prior to the end of the Plan Year, no award shall be payable.

ADMINISTRATION

The Committee has full discretionary authority to administer the Plan, including the authority to determine the performance achievement attained under the Plan. The Committee may delegate to members of RR Donnelley’s management the authority to administer the Plan and determine performance under the Plan.

-2-  

RR Donnelley retains the right to amend or terminate the Plan at any time; provided however that awards for any plan year may not be amended or terminated after the completion of such Plan Year except in cases of misconduct of the participant.

Questions regarding the Plan should be directed to the Corporate Compensation Department.

-3-  

EX-31

EXHIBIT 31.1

Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

of the Securities Exchange Act of 1934

I, Thomas J. Quinlan, III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of R.R. Donnelley & Sons Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over the financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2013

/s/     Thomas J. Quinlan, III

Thomas J. Quinlan, III

President and Chief Executive Officer

EX-31

EXHIBIT 31.2

Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

of the Securities Exchange Act of 1934

I, Daniel N. Leib, certify that:

1. I have reviewed this quarterly report on Form 10-Q of R.R. Donnelley & Sons Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over the financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2013

/s/    Daniel N. Leib

Daniel N. Leib

Executive Vice President and Chief Financial Officer

EX-32

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANCE TO RULE 13a-14(b) AND RULE 15d-14(b)

SECTION 1350, CHAPTER 63 OF TITLE 18

OF THE UNITED STATES CODE (18 U.S.C. 1350),

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of R. R. Donnelley & Sons Company (the “Company”) on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas J. Quinlan, III, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	/s/     Thomas J. Quinlan, III
April 25, 2013	Thomas J. Quinlan, III
	President and Chief Executive Officer

EX-32

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO RULE 13a-14(b) AND RULE 15d-14(b)

SECTION 1350, CHAPTER 63 OF TITLE 18

OF THE UNITED STATES CODE (18 U.S.C. 1350),

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of R. R. Donnelley & Sons Company (the “Company”) on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel N. Leib, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	/s/    Daniel N. Leib
April 25, 2013	Daniel N. Leib
	Executive Vice President and Chief Financial Officer

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Schedule of Purchase Price Allocation for Acquisitions (Detail) (Presort, Meisel, XPO and EDGAR Online acquisitions, USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Presort, Meisel, XPO and EDGAR Online acquisitions
Business Acquisition [Line Items]
Accounts receivable	$ 18.3
Inventories	2.0
Prepaid expenses and other current assets	4.3
Property, plant and equipment	10.4
Amortizable other intangible assets	37.5
Other noncurrent assets	15.1
Goodwill	55.8
Accounts payable and accrued liabilities	(21.5)
Other noncurrent liabilities	(0.1)
Deferred taxes-net	10.4
Total purchase price-net of cash acquired	132.2
Less: debt assumed	1.4
Less: fair value of contingent consideration	3.5
Net cash paid	$ 127.3

XML

Summary of Stock Option Activity (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Shares Under Option
Outstanding at beginning of period	4,726,000
Cancelled/forfeited/expired	(345,000)
Outstanding at end of period	4,381,000	4,726,000
Vested and expected to vest at March 31, 2013	4,332,000
Exercisable at end of period	1,093,000
Weighted Average Exercise Price
Outstanding at beginning of period	$ 18.90
Cancelled/forfeited/expired	$ 18.42
Outstanding at end of period	$ 18.93	$ 18.90
Vested and expected to vest at March 31, 2013	$ 19.00
Exercisable at end of period	$ 7.09
Weighted Average Remaining Contractual Term (years)
Outstanding	6 years 4 months 24 days	6 years 2 months 12 days
Vested and expected to vest at March 31, 2013	6 years 4 months 24 days
Exercisable at March 31, 2013	5 years 10 months 24 days
Aggregate Intrinsic Value
Outstanding at beginning of period	$ 2.1
Outstanding at end of period	5.4	2.1
Vested and expected to vest at March 31, 2013	5.4
Exercisable at end of period	$ 5.4

XML

Components of Other Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Schedule Of Goodwill And Other Intangible Assets [Line Items]
Gross Carrying Amount, amortizable intangible assets	$ 880.2	$ 888.2
Accumulated Amortization, amortizable intangible assets	(531.9)	(523.4)
Net Book Value, amortizable intangible assets	348.3	364.8
Net Book Value, indefinite-lived trade names	18.1	18.1
Gross Carrying Amount, total other intangible assets	898.3	906.3
Net Book Value, total other intangible assets	366.4	382.9
Customer Relationships
Schedule Of Goodwill And Other Intangible Assets [Line Items]
Gross Carrying Amount, amortizable intangible assets	723.6	731.1
Accumulated Amortization, amortizable intangible assets	(395.7)	(388.0)
Net Book Value, amortizable intangible assets	327.9	343.1
Patents
Schedule Of Goodwill And Other Intangible Assets [Line Items]
Gross Carrying Amount, amortizable intangible assets	98.3	98.3
Accumulated Amortization, amortizable intangible assets	(98.1)	(98.1)
Net Book Value, amortizable intangible assets	0.2	0.2
Other Intangible Assets
Schedule Of Goodwill And Other Intangible Assets [Line Items]
Gross Carrying Amount, amortizable intangible assets	31.4	31.7
Accumulated Amortization, amortizable intangible assets	(26.6)	(26.1)
Net Book Value, amortizable intangible assets	4.8	5.6
Trade Names
Schedule Of Goodwill And Other Intangible Assets [Line Items]
Gross Carrying Amount, amortizable intangible assets	26.9	27.1
Accumulated Amortization, amortizable intangible assets	(11.5)	(11.2)
Net Book Value, amortizable intangible assets	$ 15.4	$ 15.9

XML

Fair Value of Derivatives Not Designated and Designated as Hedges (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivatives Fair Value [Line Items]
Derivatives assets	$ 10.6	$ 15.3
Not Designated as Hedging Instrument | Prepaid Expenses and Other Current Assets
Derivatives Fair Value [Line Items]
Derivatives assets	0.2	0.6
Not Designated as Hedging Instrument | Accrued Liabilities
Derivatives Fair Value [Line Items]
Derivatives liabilities	4.3	24.0
Designated as Hedging Instrument | Other Noncurrent Assets
Derivatives Fair Value [Line Items]
Derivatives assets	$ 10.4	$ 14.7

XML

Nonvested Restricted Stock Unit Awards (Detail) (Restricted Stock, USD $)	3 Months Ended
	Mar. 31, 2013
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested at beginning of period, Shares	3,246,000
Granted, Shares	1,175,000
Vested, Shares	(1,706,000)
Forfeited, Shares	(34,000)
Nonvested at end of period, Shares	2,681,000
Nonvested at beginning of period, Weighted-Average Grant Date Fair Value	$ 11.85
Granted, Weighted-Average Grant Date Fair Value	$ 9.08
Vested, Weighted-Average Grant Date Fair Value	$ 9.69
Forfeited, Weighted-Average Grant Date Fair Value	$ 11.88
Nonvested at end of period, Weighted-Average Grant Date Fair Value	$ 12.00

XML

Estimated Annual Amortization Expense Related to Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Finite Lived Intangible Assets [Line Items]
2013	$ 64.1
2014	63.2
2015	57.6
2016	39.2
2017	32.8
2018 and thereafter	107.7
Total	$ 364.6

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Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Comprehensive Income (Loss)

Income tax expense allocated to each component of other comprehensive income for the three months ended March31, 2013 and 2012 was as follows:

	Three Months Ended
	March 31, 2013
	Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount
Translation adjustments	$	7.1	$	-	$	7.1
Adjustment for net periodic pension and other postretirement benefits plan cost		7.8		8.7		(0.9)
Change in fair value of derivatives		0.1		-		0.1
Other comprehensive income	$	15.0	$	8.7	$	6.3

During the three months ended March 31, 2013, translation adjustments and income tax expense on pension and other postretirement benefits plan cost were adjusted to reflect previously recorded changes at their historical exchange rates.

	Three Months Ended
	March 31, 2012
	Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount
Translation adjustments	$	41.8	$	-	$	41.8
Adjustment for net periodic pension and other postretirement benefits plan cost		1.6		0.9		0.7
Change in fair value of derivatives		0.5		0.2		0.3
Other comprehensive income	$	43.9	$	1.1	$	42.8

Summary of Changes in Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive loss by component for the three months ended March31, 2013 and 2012 were as follows:

	Changes in the Fair Value of Derivatives		Pension and Other Postretirement Benefits Plan Cost		Translation Adjustments		Total
Balance at December 31, 2012	$	(0.6)	$	(1,085.1)	$	56.5	$	(1,029.2)
Other comprehensive income (loss)before reclassifications		-		(5.7)		7.1		1.4
Amount reclassified from accumulated other comprehensiveloss		0.1		4.8		-		4.9
Net change in accumulated other comprehensive loss		0.1		(0.9)		7.1		6.3
Balance at March 31, 2013	$	(0.5)	$	(1,086.0)	$	63.6	$	(1,022.9)

	Changes in the Fair Value of Derivatives		Pension and Other Postretirement Benefits Plan Cost		Translation Adjustments		Total
Balance at December 31, 2011	$	(1.1)	$	(907.5)	$	45.3	$	(863.3)
Other comprehensive income (loss) before reclassifications		-		(0.8)		41.7		40.9
Amount reclassified from accumulated other comprehensive loss		0.3		1.5		-		1.8
Net change in accumulated other comprehensive loss		0.3		0.7		41.7		42.7
Balance at March 31, 2012	$	(0.8)	$	(906.8)	$	87.0	$	(820.6)

Pension And Other Postretirement Benefit Plan Cost

Reclassifications out of Accumulated Other Comprehensive Loss

Reclassifications from accumulated other comprehensive loss for the three months ended March31, 2013 and 2012 were as follows:

	Three Months Ended March 31,				Classification in the Condensed Consolidated Statements of Operations
	2013		2012
Amortization of pension and other postretirement benefits plan cost:
Net actuarial loss	$	12.6	$	7.1	(a)
Net prior service credit		(4.9)		(5.0)	(a)
Reclassifications before tax		7.7		2.1
Income tax expense		2.9		0.6
Reclassifications, net of tax	$	4.8	$	1.5

(a)These accumulated other comprehensive income components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in cost of sales and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations(see Note 7).

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Gross and Net Amounts of Foreign Exchange Forward Contracts and Interest Rate Swaps (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivative [Line Items]
Gross Amounts of Assets	$ 11.3	$ 15.3
Impact of Netting, Assets	(0.7)
Net Amounts of Asset Presented in the Condensed Consolidated Balance Sheet	10.6	15.3
All Other Amounts Subject to Master Netting Agreements	(2.9)	(3.6)
Potential Net Amounts of Assets	7.7	11.7
Not Designated as Hedging Instrument | Foreign Exchange Forward Contracts Reported Gross
Derivative [Line Items]
Gross Amounts of Assets	0.2	0.6
Net Amounts of Asset Presented in the Condensed Consolidated Balance Sheet	0.2	0.6
All Other Amounts Subject to Master Netting Agreements	(0.1)	(0.1)
Potential Net Amounts of Assets	0.1	0.5
Gross Amounts of Liabilities	2.7	24.0
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet	2.7	24.0
All Other Amounts Subject to Master Netting Agreements	(1.5)	(3.6)
Potential Net Amounts of Liabilities	1.2	20.4
Not Designated as Hedging Instrument | Foreign Exchange Forward Contracts Reported Net
Derivative [Line Items]
Gross Amounts of Assets	0.7
Impact of Netting, Assets	(0.7)
Gross Amounts of Liabilities	2.3
Impact of Netting, Liabilities	(0.7)
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet	1.6
All Other Amounts Subject to Master Netting Agreements	(1.4)
Potential Net Amounts of Liabilities	0.2
Not Designated as Hedging Instrument | Foreign Exchange Contract
Derivative [Line Items]
Gross Amounts of Assets	0.9
Impact of Netting, Assets	(0.7)
Net Amounts of Asset Presented in the Condensed Consolidated Balance Sheet	0.2
All Other Amounts Subject to Master Netting Agreements	(0.1)
Potential Net Amounts of Assets	0.1
Gross Amounts of Liabilities	5.0
Impact of Netting, Liabilities	(0.7)
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet	4.3
All Other Amounts Subject to Master Netting Agreements	(2.9)
Potential Net Amounts of Liabilities	1.4
Designated as Hedging Instrument | Interest Rate Swap
Derivative [Line Items]
Gross Amounts of Assets	10.4	14.7
Net Amounts of Asset Presented in the Condensed Consolidated Balance Sheet	10.4	14.7
All Other Amounts Subject to Master Netting Agreements	(2.8)	(3.5)
Potential Net Amounts of Assets	$ 7.6	$ 11.2

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Nonvested Performance Share Unit Awards (Detail) (Performance Share Units, USD $)	3 Months Ended
	Mar. 31, 2013
Performance Share Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested at beginning of period, Shares	468,000
Granted, Shares	485,000
Nonvested at end of period, Shares	953,000
Nonvested at beginning of period, Weighted-Average Grant Date Fair Value	$ 12.84
Granted, Weighted-Average Grant Date Fair Value	$ 8.85
Nonvested at end of period, Weighted-Average Grant Date Fair Value	$ 10.81

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Pre-Tax Gains Related to Derivatives Not Designated as Hedges (Detail) (Not Designated as Hedging Instrument, Selling, General and Administrative Expenses, Foreign Exchange Contract, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Not Designated as Hedging Instrument | Selling, General and Administrative Expenses | Foreign Exchange Contract
Derivative Instruments Gain Loss [Line Items]
Total (gain) loss recognized in the consolidated statements of operations	$ (12.8)	$ (0.7)

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Inventories (Tables)

3 Months Ended

Mar. 31, 2013

Components of the Company's Inventories

The components of the Company’s inventories at March31, 2013 and December31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Raw materials and manufacturing supplies	$	222.0		$	214.2
Work in process		161.4			158.8
Finished goods		215.5			229.3
LIFO reserve		(94.5)			(92.1)
Total	$	504.4		$	510.2

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Net Restructuring and Impairment Charges (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Restructuring Cost And Reserve [Line Items]
Employee Terminations	$ 8.8	$ 36.8
Other Charges	9.8	3.9
Impairment	4.1	9.3
Total	22.7	50.0
Us Print And Related Services
Restructuring Cost And Reserve [Line Items]
Employee Terminations	7.1	28.4
Other Charges	8.5	3.3
Impairment	3.9	8.0
Total	19.5	39.7
International
Restructuring Cost And Reserve [Line Items]
Employee Terminations	1.7	3.8
Other Charges	0.5	0.6
Impairment	(0.2)	1.0
Total	2.0	5.4
Corporate
Restructuring Cost And Reserve [Line Items]
Employee Terminations		4.6
Other Charges	0.8
Impairment	0.4	0.3
Total	$ 1.2	$ 4.9

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Components of Inventories (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Inventories [Line Items]
Raw materials and manufacturing supplies	$ 222.0	$ 214.2
Work in process	161.4	158.8
Finished goods	215.5	229.3
LIFO reserve	(94.5)	(92.1)
Total	$ 504.4	$ 510.2

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Fair Value Measurement - Additional Information (Detail) (Assets measured on a nonrecurring basis, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Assets measured on a nonrecurring basis
Assets Measured On Nonrecurring Basis [Line Items]
Fair values reduced by estimated costs to sell		$ 0

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Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2013

Assets Measured at Fair Value on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the three months ended March31, 2013 and 2012 are summarized below:

			Fair Value
	Impairment		Measurement		Net Book
March 31, 2013	Charge		(Level 3)		Value
Long-lived assets held and used	$	3.6	$	1.6	$	1.6
Long-lived assets held for sale or disposal		1.1		0.4		-
Total	$	4.7	$	2.0	$	1.6

			Fair Value
	Impairment		Measurement		Net Book
March 31, 2012	Charge		(Level 3)		Value
Long-lived assets held and used	$	5.6	$	4.2	$	4.2
Long-lived assets held for sale or disposal		3.8		1.5		-
Total	$	9.4	$	5.7	$	4.2

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Components of the Estimated Net Pension and Other Postretirement Benefit Plan (Income) Expense (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0.8	$ 1.9
Interest cost	44.6	47.4
Expected return on plan assets	(60.6)	(65.8)
Amortization, net	12.6	7.1
Net pension income	(2.6)	(9.4)
Other Postretirement Plan Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	1.8	1.7
Interest cost	4.1	4.6
Expected return on plan assets	(3.0)	(3.5)
Amortization, net	(4.9)	(5.0)
Net pension income	$ (2.0)	$ (2.2)

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Components of Debt (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Debt Disclosure [Line Items]
Other	$ 37.7	[1]	$ 38.4	[1]
Total debt	3,533.8		3,438.6
Less: current portion	(21.6)		(18.4)
Long-term debt	3,512.2		3,420.2
Senior Notes Four Point Nine Five Percent Due April One Two Thousand Fourteen
Debt Disclosure [Line Items]
Senior notes	258.1		258.1
Senior Notes Five Point Five Zero Percent Due May Fifteen Two Thousand Fifteen
Debt Disclosure [Line Items]
Senior notes	299.9		299.9
Senior Notes Eight Point Six Zero Percent due August Fifteen Two Thousand Sixteen
Debt Disclosure [Line Items]
Senior notes	218.4		347.4
Senior Notes Six Point One Two Five Percent Due January Fifteen Two Thousand Seventeen
Debt Disclosure [Line Items]
Senior notes	350.4		523.3
Senior Notes Seven Point Two Five Percent Due May Fifteen Two Thousand Eighteen
Debt Disclosure [Line Items]
Senior notes	550.0		600.0
Senior Notes Eleven Point Two Five Percent Due February One Two Thousand Nineteen
Debt Disclosure [Line Items]
Debentures	172.2	[2]	172.2	[2]
Senior Notes Eight Point Two Five Percent Due March Fifteen Two Thousand Nineteen
Debt Disclosure [Line Items]
Senior notes	450.0		450.0
Senior Notes Seven Point Six Two Five Percent Due June Fifteen Two Thousand Twenty
Debt Disclosure [Line Items]
Senior notes	400.0		400.0
Senior Notes Seven Point Eight Seven Five Percent Due March Fifteen Two Thousand Twenty One
Debt Disclosure [Line Items]
Senior notes	447.8
Debentures Eight Point Eight Seven Five Percent Due April Fifteen Two Thousand Twenty One
Debt Disclosure [Line Items]
Debentures	80.9		80.9
Debentures Six Point Six Two Five Percent Due April Fifteen Two Thousand Twenty Nine
Debt Disclosure [Line Items]
Debentures	199.4		199.4
Debentures Eight Point Eight Two Zero Percent Due April Fifteen Two Thousand Thirty One
Debt Disclosure [Line Items]
Debentures	$ 69.0		$ 69.0

[1] Includes miscellaneous debt obligations, fair value adjustments to the 4.95% senior notes due April 1, 2014 and 8.25% senior notes due March 15, 2019 related to the Company’s fair value hedges and capital leases.

[2] On May 17, 2011, June 14, 2012, August 2, 2012 and September 20, 2012, the interest rate on the 11.25% senior notes due February 1, 2019 was increased to 11.75%, 12.0%, 12.25% and 12.50%, respectively, as a result of downgrades in the ratings of the notes by the rating agencies.

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Income Tax Expense Allocated to Each Component of Other Comprehensive Income (Loss) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Other Comprehensive Income [Line Items]
Translation adjustments, Before-Tax Amount	$ 7.1	$ 41.8
Adjustment for net periodic pension and postretirement benefit cost, Before-Tax Amount	7.8	1.6
Change in fair value of derivatives, Before-Tax Amount	0.1	0.5
Other comprehensive income, Before-Tax Amount	15.0	43.9
Translation adjustments, Income Tax Expense	0	0
Adjustment for net periodic pension and postretirement benefit cost, Income Tax Expense	8.7	0.9
Change in fair value of derivatives, Income Tax Expense		0.2
Other comprehensive income, Income Tax Expense	8.7	1.1
Translation adjustments, Net-of-Tax Amount	7.1	41.8
Adjustment for net periodic pension and postretirement benefit cost, Net-of-Tax Amount	(0.9)	0.7
Change in fair value of derivatives, Net-of-Tax Amount	0.1	0.3
Other comprehensive income	$ 6.3	$ 42.8

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Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Goodwill And Other Intangible Assets [Line Items]
Amortization expense for other intangible assets	$ 16.3	$ 24.3

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Inventories

3 Months Ended

Mar. 31, 2013

Inventories

3. Inventories

The components of the Company’s inventories at March31, 2013 and December31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Raw materials and manufacturing supplies	$	222.0		$	214.2
Work in process		161.4			158.8
Finished goods		215.5			229.3
LIFO reserve		(94.5)			(92.1)
Total	$	504.4		$	510.2

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Reclassifications out of Accumulated Other Comprehensive Loss Amortization of Pension and Other postretirement Benefit Plan Cost (Detail) (Pension And Other Postretirement Benefit Plan Cost, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Pension And Other Postretirement Benefit Plan Cost
Amortization of pension and other postretirement benefits plan cost:
Net actuarial loss	$ 12.6	[1]	$ 7.1	[1]
Net prior service credit	(4.9)	[1]	(5.0)	[1]
Reclassifications before tax	7.7		2.1
Income tax expense	2.9		0.6
Reclassifications, net of tax	$ 4.8		$ 1.5

[1] These accumulated other comprehensive income components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in cost of sales and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations (see Note 7).

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Components of Property, Plant and Equipment (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Property Plant And Equipment [Line Items]
Land	$ 96.2	$ 98.7
Buildings	1,159.3	1,167.0
Machinery and equipment	6,000.1	6,022.7
Propery, Plant and Equipment, Gross	7,255.6	7,288.4
Accumulated depreciation	(5,710.7)	(5,671.8)
Total	$ 1,544.9	$ 1,616.6

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Employee Benefits (Tables)

3 Months Ended

Mar. 31, 2013

Components of Estimated Net Pension and Other Postretirement Benefit Plan (Income) Expense

The components of the estimated net pension and other postretirement benefits plan income for the three months ended March31, 2013 and 2012 were as follows:

	Three Months Ended
	March 31,
	2013		2012
Pension (income) expense
Service cost	$	0.8	$	1.9
Interest cost		44.6		47.4
Expected return on plan assets		(60.6)		(65.8)
Amortization, net		12.6		7.1
Net pension income	$	(2.6)	$	(9.4)
Other postretirement benefits plan (income) expense
Service cost	$	1.8	$	1.7
Interest cost		4.1		4.6
Expected return on plan assets		(3.0)		(3.5)
Amortization, net		(4.9)		(5.0)
Net other postretirement benefits plan income	$	(2.0)	$	(2.2)

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Restructuring and Impairment Charges (Tables)

3 Months Ended

Mar. 31, 2013

Net Restructuring and Impairment Charges

For the three months ended March31, 2013 and 2012, the Company’s net restructuring and impairment charges were as follows:

	March 31, 2013								March 31, 2012
	Employee		Other						Employee			Other
	Terminations		Charges		Impairment		Total		Terminations			Charges			Impairment			Total
U.S. Print and Related Services	$	7.1	$	8.5	$	3.9	$	19.5	$	28.4	$		3.3	$		8.0	$		39.7
International		1.7		0.5		(0.2)		2.0		3.8			0.6			1.0			5.4
Corporate		-		0.8		0.4		1.2		4.6			-			0.3			4.9
Total	$	8.8	$	9.8	$	4.1	$	22.7	$	36.8	$		3.9	$		9.3	$		50.0

Restructuring Reserve

Activity impacting the Company’s restructuring reserve for the three months ended March31, 2013 was as follows:

					Foreign
	December 31,		Restructuring		Exchange and		Cash		March 31,
	2012		Charges		Other		Paid		2013
Employee terminations	$	23.4	$	8.8	$	-	$	(9.1)	$	23.1
Multi-employer pension withdrawal obligations		25.1		5.5		-		(0.7)		29.9
Lease terminations and other		30.0		4.3		0.6		(7.0)		27.9
Total	$	78.5	$	18.6	$	0.6	$	(16.8)	$	80.9

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Share-Based Compensation - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation (income) expense	$ 4.0	$ 7.4
Stock options granted	0	1,221,000
Grant date fair market value of options granted		$ 2.96
Intrinsic value of options exercised		1.2
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation (income) expense	0.4	1.1
Unrecognized share-based compensation cost	2.8
Options that are expected to vest	1,100,000
Weighted average fair market value of nonvested options	$ 3.31
Unrecognized compensation expense, weighted-average period of recognition	2 years 4 months 24 days
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation (income) expense	3.2	5.8
Unrecognized share-based compensation cost	23.1
Unrecognized compensation expense, weighted-average period of recognition	2 years 6 months
Equity instruments other than options expected to vest, shares	2,500,000
Equity instruments other than options expected to vest, weighted-average grant date fair value	$ 11.97
Granted, Shares	1,175,000
Performance Share Unit Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation (income) expense	0.4	0.5
Unrecognized share-based compensation cost	$ 5.6
Unrecognized compensation expense, weighted-average period of recognition	2 years 4 months 24 days
Granted, Shares	485,000
Equity instruments other than options, payout range , minimum	242,500		117,500
Equity instruments other than options, payout range, maximum	485,000	233,000
Equity instruments other than options, percentage of expected payout			50.00%

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Property, Plant and Equipment - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Property Plant And Equipment [Line Items]
Book value of assets held for sale	$ 24.1		$ 19.2
Depreciation expense	$ 88.5	$ 95.4

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Black-Scholes-Merton Option Pricing Model

There were no options granted during the three months ended March 31, 2013.The Company granted 1,221,000 stock options,with a grant date fair market value of $2.96,during the three months ended March 31, 2012. The fair market value of each stock option award was estimatedbased on the assumptions belowas of the grant date using theBlack-Scholes-Merton option pricing model. The assumptions used to determine the fair market value of the stock options granted during the three months ended March 31, 2012 were as follows:

	2012
Expected volatility	39.71%
Risk-free interest rate	1.18%
Expected life (years)	6.25
Expected dividend yield	5.06%

Summary of Stock Option Activity

Stock option awardsas of December31, 2012 and March31, 2013, and changes during the three months ended March31, 2013, were as follows:

				Weighted
				Average
		Weighted		Remaining	Aggregate
		Average		Contractual	Intrinsic
	Shares Under Option	Exercise		Term	Value
	(thousands)	Price		(years)	(millions)
Outstanding at December 31, 2012	4,726	$	18.90	6.2	$	2.1
Cancelled/forfeited/expired	(345)		18.42
Outstanding at March 31, 2013	4,381		18.93	6.4		5.4
Vested and expected to vest at March 31, 2013	4,332		19.00	6.4		5.4
Exercisable at March 31, 2013	1,093	$	7.09	5.9	$	5.4

Nonvested Restricted Stock Unit Awards

Nonvested restricted stock unit awards as of December31, 2012and March31, 2013, and changes during the three months ended March31, 2013, were as follows:

	Shares	Weighted Average Grant
	(thousands)	Date Fair Value
Nonvested at December 31, 2012	3,246	$	11.85
Granted	1,175		9.08
Vested	(1,706)		9.69
Forfeited	(34)		11.88
Nonvested at March 31, 2013	2,681	$	12.00

Nonvested Performance Share Unit Awards

Nonvested performance share unit awards as of December31, 2012 and March31, 2013, and changes during the three months ended March31, 2013, were as follows:

	Shares (thousands)		Weighted Average Grant Date FairValue
Nonvested at December 31, 2012		468	$	12.84
Granted		485		8.85
Nonvested at March 31, 2013		953	$	10.81

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Equity (Tables)

3 Months Ended

Mar. 31, 2013

Summary of the Company's Equity Activity

The Company’s equity as of December 31, 2012 and March 31, 2013and changesduringthe three months ended March31, 2013 were as follows:

	RR Donnelley
	Shareholders'		Noncontrolling
	Equity		Interest		Total Equity
Balance at December 31, 2012	$	52.8	$	15.9	$	68.7
Net earnings		27.1		(1.8)		25.3
Other comprehensive income		6.3		-		6.3
Share-based compensation		4.0		-		4.0
Issuance of share-based awards, net of withholdings and other		(6.2)		-		(6.2)
Cash dividends paid		(46.9)		-		(46.9)
Distributions to noncontrolling interests		-		(0.8)		(0.8)
Balance at March 31, 2013	$	37.1	$	13.3	$	50.4

The Company’s equity as of December 31, 2011 and March 31, 2012 and changes during the three months ended March31, 2012 were as follows:

	RR Donnelley
	Shareholders'		Noncontrolling
	Equity		Interest		Total Equity
Balance at December 31, 2011	$	1,042.7	$	19.5	$	1,062.2
Net earnings		37.4		0.5		37.9
Other comprehensive income		42.7		0.1		42.8
Share-based compensation		7.4		-		7.4
Issuance of share-based awards, net of withholdings and other		(11.4)		-		(11.4)
Cash dividends paid		(46.4)		-		(46.4)
Distributions to noncontrolling interests		-		(0.7)		(0.7)
Balance at March 31, 2012	$	1,072.4	$	19.4	$	1,091.8

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Acquisitions

3 Months Ended

Mar. 31, 2013

Acquisitions

2. Acquisitions

For the three months ended March31, 2013, the Company recorded $1.0 million of acquisition-related expenses associated with contemplated acquisitions within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

2012 Acquisitions

On December 28, 2012, the Company acquired Presort Solutions (“Presort”), a provider of mail presorting services to businesses in various industries. The acquisition of Presort expanded the range of logistics co-mailing capabilities that the Company can provide to its customers and enhanced its integrated offerings. The purchase price for Presort was $11.9 million, net of cash acquired of $0.8 million. Presort’s operations are included in the U.S. Print and Related Services segment.

On December 17, 2012, the Company acquired Meisel Photographic Corporation (“Meisel”), a provider of custom designed visual graphics products to the retail market. The acquisition of Meisel expanded and enhanced the range of services the Company offers to its customers. The purchase price for Meisel was $25.4 million, net of cash acquired of $1.0 million. Meisel’s operations are included in the U.S. Print and Related Services segment.

On September6, 2012, the Company acquired Express Postal Options International (“XPO”), a provider of international outbound mailing services to pharmaceutical, e-commerce, financial services, information technology, catalog, direct mail and other businesses. The acquisition of XPO expanded the range of logistics capabilities that the Company can provide to its customers and enhanced its integrated offerings. The purchase price for XPO, which includes the Company’s estimate of contingent consideration, was $23.4 million, net of cash acquired of $1.0 million. The former owners of XPO may receive contingent consideration in the form of cash payments of up to $4.0 million subject to XPO achieving certain gross profit targets. As of the acquisition date, the Company estimated the fair value of the contingent consideration to be $3.5 million using a probability weighting of the potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation will be recognized in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. XPO’s operations are included in the U.S. Print and Related Services segment.

On August14, 2012, the Company acquired EDGAR Online, a leading provider of disclosure management services, financial data and enterprise risk analytics software and solutions. The acquisition of EDGAR Online expanded and enhanced the range of services that the Company offers to its customers. The purchase price for EDGAR Online was $71.5 million, including debt assumed of $1.4 million and net of cash acquired of $2.1 million. Immediately following the acquisition, the Company repaid the $1.4 million of debt assumed. EDGAR Online’s operations are included in the U.S. Print and Related Services segment.

For the three months ended March31, 2012, the Company recorded $0.3 million of acquisition-related expenses associated with acquisitions contemplated or completed in subsequent periods within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Presort, Meisel, XPO and EDGAR Online 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 acquisition date. The excess of the cost of the acquisitions and the fair value of the contingent consideration over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. The tax deductible goodwill related to these acquisitions was $23.7 million.

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

Accounts receivable	$	18.3
Inventories		2.0
Prepaid expenses and other current assets		4.3
Property, plant and equipment		10.4
Amortizable other intangible assets		37.5
Other noncurrent assets		15.1
Goodwill		55.8
Accounts payable and accrued liabilities		(21.5)
Other noncurrent liabilities		(0.1)
Deferred taxes-net		10.4
Total purchase price-net of cash acquired		132.2
Less: debt assumed		1.4
Less: fair value of contingent consideration		3.5
Net cash paid	$	127.3

The fair values of technology, amortizable other intangible assets, contingent consideration and goodwill associated with the acquisitions of Presort, Meisel, XPO and EDGAR Online 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:

	Fair Value		Valuation Technique		Unobservable  Input	Range
Customer relationships	$	31.4	Excess earnings, with and without method	Discount rate Attrition rate		16.0% - 17.0% 7.0% - 20.0%
Technology		14.5	Excess earnings, relief-from-royalty method, cost approach	Discount rate Obsolescence factor Royalty rate (after-tax)		16.0% - 17.0% 10.0% - 20.0% 4.5%
Trade names		3.5	Relief-from-royalty method	Discount rate Royalty rate (after-tax)		15.5% - 17.0% 0.3% - 1.2%
Non-compete agreements		2.6	Excess earnings, with and without method	Discount rate		16.0% - 17.0%
Contingent consideration		3.5	Probability weighted discounted future cash flows	Discount rate		4.5%

Pro forma

If the 2012 acquisitions described above had occurred at January1, 2011, the Company’s pro forma net sales for the three months ended March 31, 2012 would have been $2,591.7 million.

The unaudited pro forma net sales are 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.

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Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Earnings per Share

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 months ended March31, 2013 and 2012 were as follows:

	Three Months Ended
	March 31,
	2013		2012
Net earnings per share attributable to RR Donnelley common shareholders
Basic	$	0.15	$	0.21
Diluted	$	0.15	$	0.21
Dividends declared per common share	$	0.26	$	0.26
Numerator:
Net earnings attributable to RR Donnelley common shareholders	$	27.1	$	37.4
Denominator:
Weighted average number of common shares outstanding		181.2		179.4
Dilutive options and awards		1.7		1.0
Diluted weighted average number of common shares outstanding		182.9		180.4
Weighted average number of anti-dilutive share-based awards:
Restricted stock units		1.6		2.8
Performance share units		0.6		0.4
Stock options		4.4		4.4
Total		6.6		7.6

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Fair Value, Valuation Techniques and Related Unobservable Inputs (Detail) (Presort, Meisel, XPO and EDGAR Online acquisitions, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Customer Relationships
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	$ 31.4
Valuation Technique	Excess earnings with and without method
Customer Relationships | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Discount rate	16.00%
Attrition rate	7.00%
Customer Relationships | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Discount rate	17.00%
Attrition rate	20.00%
Technology
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	14.5
Valuation Technique	Excess earnings relief-from-royalty method cost approach
Royalty rate (after-tax)	4.50%
Technology | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Discount rate	16.00%
Obsolescence factor	10.00%
Technology | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Discount rate	17.00%
Obsolescence factor	20.00%
Trade Name
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	3.5
Valuation Technique	Relief-from-royalty method
Trade Name | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Royalty rate (after-tax)	0.30%
Discount rate	15.50%
Trade Name | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Royalty rate (after-tax)	1.20%
Discount rate	17.00%
Noncompete Agreements
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	2.6
Valuation Technique	Excess earnings with and without method
Noncompete Agreements | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Discount rate	16.00%
Noncompete Agreements | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Discount rate	17.00%
Contingent Consideration
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	$ 3.5
Valuation Technique	Probability weighted discounted future cash flows
Discount rate	4.50%

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Black-Scholes-Merton Option Pricing Model (Detail)	3 Months Ended
	Mar. 31, 2012
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	39.71%
Risk-free interest rate	1.18%
Expected life (years)	6 years 3 months
Expected dividend yield	5.06%

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Schedule of Gains (Losses) for Derivatives Designated as Fair Value Hedges (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Derivative Instruments Gain Loss [Line Items]
Total gain recognized as ineffectiveness in the condensed consolidated statements of operations	$ 0.6	$ (1.0)
Interest Rate Swap
Derivative Instruments Gain Loss [Line Items]
Total gain recognized as ineffectiveness in the condensed consolidated statements of operations	4.3	5.2
Hedged Items
Derivative Instruments Gain Loss [Line Items]
Total gain recognized as ineffectiveness in the condensed consolidated statements of operations	$ (3.7)	$ (6.2)

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Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 302.9	$ 430.7
Receivables, less allowances for doubtful accounts of $50.6 in 2013 (2012 - $49.6)	1,851.8	1,878.8
Inventories (Note 3)	504.4	510.2
Prepaid expenses and other current assets	155.3	157.7
Total current assets	2,814.4	2,977.4
Property, plant and equipment-net (Note 4)	1,544.9	1,616.6
Goodwill (Note 5)	1,431.9	1,436.4
Other intangible assets-net (Note 5)	366.4	382.9
Deferred income taxes	447.9	445.1
Other noncurrent assets	401.3	404.3
Total assets	7,006.8	7,262.7
LIABILITIES
Accounts payable	1,030.9	1,210.3
Accrued liabilities	698.4	825.2
Short-term and current portion of long-term debt (Note 14)	21.6	18.4
Total current liabilities	1,750.9	2,053.9
Long-term debt (Note 14)	3,512.2	3,420.2
Pension liabilities	1,126.0	1,150.5
Other postretirement benefits plan liabilities	240.4	241.7
Other noncurrent liabilities	326.9	327.7
Total liabilities	6,956.4	7,194.0
Commitments and Contingencies (Note 13)
RR Donnelley shareholders' equity
Preferred stock, $1.00 par value Authorized: 2.0 shares; Issued: None
Common stock, $1.25 par value Authorized: 500.0 shares; Issued: 243.0 shares in 2013 and 2012	303.7	303.7
Additional paid-in-capital	2,796.4	2,839.4
Accumulated deficit	(515.9)	(496.1)
Accumulated other comprehensive loss	(1,022.9)	(1,029.2)
Treasury stock, at cost, 61.6 shares in 2013 (2012 – 62.6 shares)	(1,524.2)	(1,565.0)
Total RR Donnelley shareholders' equity	37.1	52.8
Noncontrolling interests	13.3	15.9
Total equity	50.4	68.7
Total liabilities and equity	$ 7,006.8	$ 7,262.7

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Goodwill (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill	$ 4,575.1	$ 4,620.7
Accumulated impairment losses	(3,143.2)	(3,184.3)
Total	1,431.9	1,436.4
Foreign exchange and other adjustments	(4.5)
Us Print And Related Services
Goodwill [Line Items]
Goodwill	3,297.0	3,299.2
Accumulated impairment losses	(1,989.9)	(1,989.9)
Total	1,307.1	1,309.3
Foreign exchange and other adjustments	(2.2)
International
Goodwill [Line Items]
Goodwill	1,278.1	1,321.5
Accumulated impairment losses	(1,153.3)	(1,194.4)
Total	124.8	127.1
Foreign exchange and other adjustments	$ (2.3)

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
OPERATING ACTIVITIES
Net earnings	$ 25.3	$ 37.9
Adjustments to reconcile net earnings to net cash used in operating activities:
Impairment charges	4.1	9.4
Depreciation and amortization	113.6	125.0
Provision for doubtful accounts receivable	2.7	2.7
Share-based compensation	4.0	7.4
Deferred income taxes	(8.8)	8.4
Changes in uncertain tax positions	0.8	2.2
Loss (gain) on sale of investments and other assets - net	0.3	(0.6)
Loss related to Venezuela currency devaluation	3.2
Loss on debt extinguishment	35.6	12.1
Net pension and other postretirement benefits plan income	(4.6)	(11.6)
Other	4.5	12.4
Changes in operating assets and liabilities - net of acquisitions:
Accounts receivable - net	8.9	1.7
Inventories	4.6	(2.5)
Prepaid expenses and other current assets	(0.7)	(6.4)
Accounts payable	(170.2)	(104.8)
Income taxes payable and receivable	(11.1)	(21.3)
Accrued liabilities and other	(99.5)	(107.4)
Pension and other postretirement benefits plan contributions	(8.5)	(16.6)
Net cash used in operating activities	(95.8)	(52.0)
INVESTING ACTIVITIES
Capital expenditures	(37.9)	(45.3)
Acquisitions of business, net of cash acquired	0.3	0.5
Proceeds from return of capital and sale of investments and other assets	1.1	1.1
Other investing activities	3.4	(2.6)
Net cash used in investing activities	(33.1)	(46.3)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	447.8	450.0
Net change in short-term debt	3.8	(0.5)
Payments of current maturities and long-term debt	(386.5)	(621.3)
Net proceeds from credit facility borrowings		262.0
Debt issuance costs	(7.8)	(7.0)
Dividends paid	(46.9)	(46.4)
Other financing activities	(6.7)	15.2
Net cash provided by financing activities	3.7	52.0
Effect of exchange rate on cash and cash equivalents	(2.6)	11.6
Net decrease in cash and cash equivalents	(127.8)	(34.7)
Cash and cash equivalents at beginning of year	430.7	449.7
Cash and cash equivalents at end of period	$ 302.9	$ 415.0

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Earnings per Share Attributable to Parent (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net earnings per share attributable to RR Donnelley common shareholders
Basic net earnings per share	$ 0.15	$ 0.21
Diluted net earnings per share	$ 0.15	$ 0.21
Dividends declared per common share	$ 0.26	$ 0.26
Numerator:
Net earnings attributable to RR Donnelley common shareholders	$ 27.1	$ 37.4
Denominator:
Basic	181.2	179.4
Dilutive options and awards	1.7	1.0
Diluted weighted average number of common shares outstanding	182.9	180.4
Weighted average number of anti-dilutive share-based awards:
Antidilutive securities excluded from computation of earnings per share	6.6	7.6
Restricted Stock Units (RSUs)
Weighted average number of anti-dilutive share-based awards:
Antidilutive securities excluded from computation of earnings per share	1.6	2.8
Performance Shares
Weighted average number of anti-dilutive share-based awards:
Antidilutive securities excluded from computation of earnings per share	0.6	0.4
Stock Options
Weighted average number of anti-dilutive share-based awards:
Antidilutive securities excluded from computation of earnings per share	4.4	4.4

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Debt (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Debt

The Company’s debt at March 31, 2013 and December 31, 2012 consisted of the following:

	March 31,			December 31,
	2013			2012
4.95% senior notes due April 1, 2014	$	258.1	$		258.1
5.50% senior notes due May 15, 2015		299.9			299.9
8.60% senior notes due August 15, 2016		218.4			347.4
6.125% senior notes due January 15, 2017		350.4			523.3
7.25% senior notes due May 15, 2018		550.0			600.0
11.25% debentures due February 1, 2019 (a)		172.2			172.2
8.25% senior notes due March 15, 2019		450.0			450.0
7.625% senior notes due June 15, 2020		400.0			400.0
7.875% senior notes due March 15, 2021		447.8			-
8.875% debentures due April 15, 2021		80.9			80.9
6.625% debentures due April 15, 2029		199.4			199.4
8.820% debentures due April 15, 2031		69.0			69.0
Other (b)		37.7			38.4
Total debt		3,533.8			3,438.6
Less: current portion		(21.6)			(18.4)
Long-term debt	$	3,512.2	$		3,420.2

(a)On May17, 2011,June14, 2012,August2, 2012 and September20, 2012, the interest rate on the 11.25% senior notes due February1, 2019 was increased to 11.75%, 12.0%, 12.25% and 12.50%, respectively, as a result of downgrades in the ratings of the notes by the rating agencies.

(b)Includes miscellaneous debt obligations, fair value adjustments to the 4.95% senior notes due April1, 2014 and 8.25% senior notes due March15, 2019 related to the Company’s fair value hedges and capital leases.

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Commitments and Contingencies - Additional Information (Detail)	Mar. 31, 2013 Facility
Commitment And Contingencies [Line Items]
Number of sites cited as potentially responsible party	11
Number of previously and currently owned sites with potential remediation obligations	11

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Fair Value Measurement

3 Months Ended

Mar. 31, 2013

Fair Value Measurement

16. Fair Value Measurement

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company’s only assets and liabilities 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 March31, 2013 and December31, 2012.

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.

Assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the three months ended March31, 2013 and 2012 are summarized below:

			Fair Value
	Impairment		Measurement		Net Book
March 31, 2013	Charge		(Level 3)		Value
Long-lived assets held and used	$	3.6	$	1.6	$	1.6
Long-lived assets held for sale or disposal		1.1		0.4		-
Total	$	4.7	$	2.0	$	1.6

			Fair Value
	Impairment		Measurement		Net Book
March 31, 2012	Charge		(Level 3)		Value
Long-lived assets held and used	$	5.6	$	4.2	$	4.2
Long-lived assets held for sale or disposal		3.8		1.5		-
Total	$	9.4	$	5.7	$	4.2

There were no estimated costs to sell related to long-lived assets held for sale that were remeasured at fair value during the three months ended March31, 2013 and 2012, respectively.

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.

See Note 14 for the fair value of the Company’s debt.

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value of Derivatives Not Designated and Designated as Hedges

At March31, 2013 and December31, 2012, 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:

	March 31, 2013		December 31, 2012
Derivatives not designated as hedges
Prepaid expenses and other current assets	$	0.2	$	0.6
Accrued liabilities		4.3		24.0
Derivatives designated as fair value hedges
Other noncurrent assets	$	10.4	$	14.7

Gross and Net Amounts of Foreign Exchange Forward Contracts and Interest Rate Swaps

The gross and net amounts of foreign exchange forward contracts and interest rate swaps recognized in the Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 were as follows:

March 31, 2013	Gross Amounts of Assets and Liabilities		Impact of Netting		Net Amounts of Assets and Liabilities Presented in the Condensed Consolidated Balance Sheet		All Other Amounts Subject to Master Netting Agreements		Potential Net Amounts of Assets and Liabilities
Assets
Foreign exchange forward contracts reported gross	$	0.2	$	-	$	0.2	$	(0.1)	$	0.1
Foreign exchange forward contracts reported net		0.7		(0.7)		-		-		-
Total foreign exchange forward contracts		0.9		(0.7)		0.2		(0.1)		0.1
Interest rate swaps		10.4		-		10.4		(2.8)		7.6
Total	$	11.3	$	(0.7)	$	10.6	$	(2.9)	$	7.7
Liabilities
Foreign exchange forward contracts reported gross	$	2.7	$	-	$	2.7	$	(1.5)	$	1.2
Foreign exchange forward contracts reported net		2.3		(0.7)		1.6		(1.4)		0.2
Total foreign exchange forward contracts	$	5.0	$	(0.7)	$	4.3	$	(2.9)	$	1.4

December 31, 2012	Gross Amounts of Assets and Liabilities		Impact of Netting		Net Amounts of Assets and Liabilities Presented in the Condensed Consolidated Balance Sheet		All Other Amounts Subject to Master Netting Agreements		Potential Net Amounts of Assets and Liabilities
Assets
Foreign exchange forward contracts reported gross	$	0.6	$	-	$	0.6	$	(0.1)	$	0.5
Interest rate swaps		14.7		-		14.7		(3.5)		11.2
Total	$	15.3	$	-	$	15.3	$	(3.6)	$	11.7
Liabilities
Foreign exchange forward contracts reported gross	$	24.0	$	-	$	24.0	$	(3.6)	$	20.4

Pre-Tax Gains Related to Derivatives Not Designated as Hedges

The pre-tax gains related to derivatives not designated as hedges recognized in the Condensed Consolidated Statements of Operations for the three months ended March31, 2013 and 2012 were as follows:

	Classification of Gain Recognized in the	Three Months Ended March 31,
	Condensed Consolidated Statements of Operations		2013		2012
Derivatives not designated as hedges
Foreign exchange forward contracts	Selling, general and administrative expenses	$	(12.8)	$	( 0.7)

Schedule of Gains (Losses) for Derivatives Designated as Fair Value Hedges

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 months ended March31, 2013 and 2012 were as follows:

	Classification of (Gain) Loss Recognized in the	Three Months Ended March 31,
	Condensed Consolidated Statements of Operations		2013		2012
Fair Value Hedges
Interest rate swaps	Investment and other expense (income) -net	$	4.3	$	5.2
Hedged items	Investment and other expense (income)-net		(3.7)		(6.2)
Total (gain) loss recognized as
ineffectiveness in the condensed consolidated statements of operations	Investment and other expense (income) -net	$	0.6	$	(1.0)

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Acquisitions (Tables) (Presort Meisel Xpo And Edgar Online Acquisitions)

3 Months Ended

Mar. 31, 2013

Presort Meisel Xpo And Edgar Online Acquisitions

Schedule of Purchase Price Allocation for Acquisitions

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

Accounts receivable	$	18.3
Inventories		2.0
Prepaid expenses and other current assets		4.3
Property, plant and equipment		10.4
Amortizable other intangible assets		37.5
Other noncurrent assets		15.1
Goodwill		55.8
Accounts payable and accrued liabilities		(21.5)
Other noncurrent liabilities		(0.1)
Deferred taxes-net		10.4
Total purchase price-net of cash acquired		132.2
Less: debt assumed		1.4
Less: fair value of contingent consideration		3.5
Net cash paid	$	127.3

Fair Value, Valuation Techniques and Related Unobservable Inputs of Level Three

The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements:

	Fair Value		Valuation Technique		Unobservable  Input	Range
Customer relationships	$	31.4	Excess earnings, with and without method	Discount rate Attrition rate		16.0% - 17.0% 7.0% - 20.0%
Technology		14.5	Excess earnings, relief-from-royalty method, cost approach	Discount rate Obsolescence factor Royalty rate (after-tax)		16.0% - 17.0% 10.0% - 20.0% 4.5%
Trade names		3.5	Relief-from-royalty method	Discount rate Royalty rate (after-tax)		15.5% - 17.0% 0.3% - 1.2%
Non-compete agreements		2.6	Excess earnings, with and without method	Discount rate		16.0% - 17.0%
Contingent consideration		3.5	Probability weighted discounted future cash flows	Discount rate		4.5%

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Components of Debt (Parenthetical) (Detail)					3 Months Ended
	Sep. 20, 2012 Revised Interest Rate Stated Percentage	Aug. 02, 2012 Revised Interest Rate Stated Percentage	Jun. 14, 2012 Revised Interest Rate Stated Percentage	May 17, 2011 Revised Interest Rate Stated Percentage	Mar. 31, 2013 Senior Notes Eleven Point Two Five Percent Due February One Two Thousand Nineteen		Mar. 31, 2013 Senior Notes Four Point Nine Five Percent Due April One Two Thousand Fourteen	Mar. 31, 2013 Senior Notes Eight Point Two Five Percent Due March Fifteen Two Thousand Nineteen	Mar. 31, 2013 Senior Notes Five Point Five Zero Percent Due May Fifteen Two Thousand Fifteen	Mar. 31, 2013 Senior Notes Eight Point Six Zero Percent Due August Fifteen Two Thousand Sixteen	Mar. 31, 2013 Senior Notes Six Point One Two Five Percent Due January Fifteen Two Thousand Seventeen	Mar. 31, 2013 Senior Notes Seven Point Two Five Percent Due May Fifteen Two Thousand Eighteen	Mar. 31, 2013 Senior Notes Seven Point Six Two Five Percent Due June Fifteen Two Thousand Twenty	Mar. 31, 2013 Senior Notes Seven Point Eight Seven Five Percent Due March Fifteen Two Thousand Twenty One	Mar. 31, 2013 Debentures Eight Point Eight Seven Five Percent Due April Fifteen Two Thousand Twenty One	Mar. 31, 2013 Debentures Six Point Six Two Five Percent Due April Fifteen Two Thousand Twenty Nine	Mar. 31, 2013 Debentures Eight Point Eight Two Zero Percent Due April Fifteen Two Thousand Thirty One
Debt Instrument [Line Items]
Interest rate	12.50%	12.25%	12.00%	11.75%	11.25%	[1]	4.95%	8.25%	5.50%	8.60%	6.125%	7.25%	7.625%	7.875%	8.875%	6.625%	8.82%
Maturity date					Feb. 01, 2019	[1]	Apr. 01, 2014	Mar. 15, 2019	May 15, 2015	Aug. 15, 2016	Jan. 15, 2017	May 15, 2018	Jun. 15, 2020	Mar. 15, 2021	Apr. 15, 2021	Apr. 15, 2029	Apr. 15, 2031

[1] On May 17, 2011, June 14, 2012, August 2, 2012 and September 20, 2012, the interest rate on the 11.25% senior notes due February 1, 2019 was increased to 11.75%, 12.0%, 12.25% and 12.50%, respectively, as a result of downgrades in the ratings of the notes by the rating agencies.

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Basis of Presentation

3 Months Ended

Mar. 31, 2013

Basis of Presentation

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, as well as an other than normal adjustment as described in the paragraph below, 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 for the year ended December31, 2012 filed with the SEC on February26, 2013. Operating results for the three months ended March31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending December31, 2013. 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.

During the first quarter of 2012, the Company identified and recognized $19.8 million to correct an over-accrual for rebates owed to certain office products customers, which understated accounts receivable and net sales during the years 2008 through 2011. Following qualitative and quantitative review, the Company concluded that the over-accrual was not material to any prior period or to the full year 2012 or the trend of annual operating results.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Receivables, allowance for doubtful accounts	$ 50.6	$ 49.6
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, authorized	2.0	2.0
Preferred stock, Issued	0	0
Common stock, par value	$ 1.25	$ 1.25
Common stock, Authorized	500.0	500.0
Common stock, Issued	243.0	243.0
Treasury stock, shares	61.6	62.6

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Comprehensive Income

3 Months Ended

Mar. 31, 2013

Comprehensive Income

11. Comprehensive Income

Income tax expense allocated to each component of other comprehensive income for the three months ended March31, 2013 and 2012 was as follows:

	Three Months Ended
	March 31, 2013
	Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount
Translation adjustments	$	7.1	$	-	$	7.1
Adjustment for net periodic pension and other postretirement benefits plan cost		7.8		8.7		(0.9)
Change in fair value of derivatives		0.1		-		0.1
Other comprehensive income	$	15.0	$	8.7	$	6.3

During the three months ended March 31, 2013, translation adjustments and income tax expense on pension and other postretirement benefits plan cost were adjusted to reflect previously recorded changes at their historical exchange rates.

	Three Months Ended
	March 31, 2012
	Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount
Translation adjustments	$	41.8	$	-	$	41.8
Adjustment for net periodic pension and other postretirement benefits plan cost		1.6		0.9		0.7
Change in fair value of derivatives		0.5		0.2		0.3
Other comprehensive income	$	43.9	$	1.1	$	42.8

Changes in accumulated other comprehensive loss by component for the three months ended March31, 2013 and 2012 were as follows:

	Changes in the Fair Value of Derivatives		Pension and Other Postretirement Benefits Plan Cost		Translation Adjustments		Total
Balance at December 31, 2012	$	(0.6)	$	(1,085.1)	$	56.5	$	(1,029.2)
Other comprehensive income (loss)before reclassifications		-		(5.7)		7.1		1.4
Amount reclassified from accumulated other comprehensiveloss		0.1		4.8		-		4.9
Net change in accumulated other comprehensive loss		0.1		(0.9)		7.1		6.3
Balance at March 31, 2013	$	(0.5)	$	(1,086.0)	$	63.6	$	(1,022.9)

	Changes in the Fair Value of Derivatives		Pension and Other Postretirement Benefits Plan Cost		Translation Adjustments		Total
Balance at December 31, 2011	$	(1.1)	$	(907.5)	$	45.3	$	(863.3)
Other comprehensive income (loss) before reclassifications		-		(0.8)		41.7		40.9
Amount reclassified from accumulated other comprehensive loss		0.3		1.5		-		1.8
Net change in accumulated other comprehensive loss		0.3		0.7		41.7		42.7
Balance at March 31, 2012	$	(0.8)	$	(906.8)	$	87.0	$	(820.6)

Reclassifications from accumulated other comprehensive loss for the three months ended March31, 2013 and 2012 were as follows:

	Three Months Ended March 31,				Classification in the Condensed Consolidated Statements of Operations
	2013		2012
Amortization of pension and other postretirement benefits plan cost:
Net actuarial loss	$	12.6	$	7.1	(a)
Net prior service credit		(4.9)		(5.0)	(a)
Reclassifications before tax		7.7		2.1
Income tax expense		2.9		0.6
Reclassifications, net of tax	$	4.8	$	1.5

(a)These accumulated other comprehensive income components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in cost of sales and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations(see Note 7).

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Document and Entity Information In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Apr. 19, 2013
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	RRD
Entity Registrant Name	RR Donnelley & Sons Co
Entity Central Index Key	0000029669
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		181.5

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Segment Information

3 Months Ended

Mar. 31, 2013

Segment Information

12. Segment Information

The Company operates primarily in the printing industry, with related product and service offerings designed to offer customers complete solutions for communicating their messages to target audiences. The Company’s reportable segments reflect the management reporting structure of the organization and the manner in which the chief operating decision-maker regularly assesses information for decision-making purposes, including the allocation of resources. The Company’s segments and their product and service offerings are summarized below:

U.S. Print and Related Services

The U.S. Print and Related Services segment includes the Company’s U.S. printing operations, managed as one integrated platform, along with logistics, premedia, print management and other print related services. This segment’s product and related service offerings include magazines, catalogs, retail inserts, books, directories, financial printing and related services, direct mail, forms, labels, office products, packaging, statement printing, premedia and logistics services.

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 related service offerings include magazines, catalogs, retail inserts, books, directories, financial printing and related services, direct mail, forms, labels, packaging, manuals, statement printing, premedia and logistics services. 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 services 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 general and administrative activities and associated expenses including, in part, executive, legal, finance, information technology, human resources, certain facility costs and LIFO inventory provisions. In addition, certain costs and earnings of employee benefit plans are included in Corporate and not allocated to operating segments. Corporate manages the Company’s cash pooling structure, which enables participating international locations to draw on the Company’s overseas cash resources to meet local liquidity needs.

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 consistent with the presentation of profitability reported within the Condensed Consolidated Financial Statements.

							Income (Loss)							Depreciation
Three months ended	Total		Intersegment		Net			from			Assets of				and		Capital
March 31, 2013	Sales		Sales		Sales			Operations			Operations				Amortization		Expenditures
U.S. Print and Related Services	$	1,880.4	$	(7.9)	$	1,872.5			$	145.0		$	4,542.3		$	75.0	$	21.2
International		689.6		(23.6)		666.0				32.1			1,951.8			26.4		11.3
Total operating segments		2,570.0		(31.5)		2,538.5				177.1			6,494.1			101.4		32.5
Corporate		-		-		-				(37.3)			512.7			12.2		5.4
Total operations	$	2,570.0	$	(31.5)	$	2,538.5			$	139.8		$	7,006.8		$	113.6	$	37.9

								Income (Loss)						Depreciation
Three months ended	Total		Intersegment		Net		from			Assets of			and			Capital
March 31, 2012	Sales		Sales		Sales		Operations			Operations			Amortization			Expenditures
U.S. Print and Related Services	$	1,890.7	$	(9.3)	$	1,881.4		$	139.2		$	5,646.6	$		87.6	$	27.1
International		664.0		(20.5)		643.5			30.6			2,318.9			27.5		11.1
Total operating segments		2,554.7		(29.8)		2,524.9			169.8			7,965.5			115.1		38.2
Corporate		-		-		-			(48.4)			247.3			9.9		7.1
Total operations	$	2,554.7	$	(29.8)	$	2,524.9		$	121.4		$	8,212.8	$		125.0	$	45.3

Restructuring and impairment charges by segment for the three months ended March31, 2013 and 2012 are described in Note 6.

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Condensed Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Products net sales	$ 2,129.7	$ 2,196.5
Services net sales	408.8	328.4
Total net sales	2,538.5	2,524.9
Products cost of sales (exclusive of depreciation and amortization)	1,668.3	1,702.9
Services cost of sales (exclusive of depreciation and amortization)	311.9	242.1
Total cost of sales	1,980.2	1,945.0
Products gross profit	461.4	493.6
Services gross profit	96.9	86.3
Total gross profit	558.3	579.9
Selling, general and administrative expenses (exclusive of depreciation and amortization)	282.2	283.5
Restructuring and impairment charges-net (Note 6)	22.7	50.0
Depreciation and amortization	113.6	125.0
Income from operations	139.8	121.4
Interest expense-net	62.8	60.7
Investment and other expense (income)-net	3.5	(1.2)
Loss on debt extinguishment	35.6	12.1
Earnings before income taxes	37.9	49.8
Income tax expense	12.6	11.9
Net earnings	25.3	37.9
Less: Income (loss) attributable to noncontrolling interests	(1.8)	0.5
Net earnings attributable to RR Donnelley common shareholders	$ 27.1	$ 37.4
Net earnings per share attributable to RR Donnelley common shareholders (Note 10):
Basic net earnings per share	$ 0.15	$ 0.21
Diluted net earnings per share	$ 0.15	$ 0.21
Dividends declared per common share	$ 0.26	$ 0.26
Weighted average number of common shares outstanding:
Basic	181.2	179.4
Diluted	182.9	180.4

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Restructuring and Impairment Charges

3 Months Ended

Mar. 31, 2013

Restructuring and Impairment Charges

6. Restructuring and Impairment Charges

Restructuring and Impairment Costs Charged to Results of Operations

For the three months ended March31, 2013 and 2012, the Company’s net restructuring and impairment charges were as follows:

	March 31, 2013								March 31, 2012
	Employee		Other						Employee			Other
	Terminations		Charges		Impairment		Total		Terminations			Charges			Impairment			Total
U.S. Print and Related Services	$	7.1	$	8.5	$	3.9	$	19.5	$	28.4	$		3.3	$		8.0	$		39.7
International		1.7		0.5		(0.2)		2.0		3.8			0.6			1.0			5.4
Corporate		-		0.8		0.4		1.2		4.6			-			0.3			4.9
Total	$	8.8	$	9.8	$	4.1	$	22.7	$	36.8	$		3.9	$		9.3	$		50.0

For the three months ended March31, 2013, the Company recorded net restructuring charges of $8.8million for employee termination costs for 393 employees, of whom 127 were terminated as of March31, 2013. These charges primarily related to the closing of two manufacturing facilities within the U.S. Print and Related Services segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $9.8 million for the three months ended March31, 2013, including charges related to multi-employer pension plan withdrawal obligations. The Company also recorded $4.1million of impairment charges primarily related tobuildings and machinery and equipment associated with the facility closings for the three months ended March31, 2013. 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 months ended March31, 2012, the Company recorded net restructuring charges of $36.8 million for employee termination costs for 1,365 employees, substantially all of whom were terminated as of March31, 2013. These charges primarily related to actions resulting from the reorganization of sales and administrative functions across all segments, the closing of two manufacturing facilities within the U.S. Print and Related Services segment and one manufacturing facility within the International segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $3.9 million for the three months ended March31, 2012. The Company also recorded $9.3 million of impairment charges primarily related to machinery and equipment associated with the facility closings for the three months ended March31, 2012. The fair values of the machinery and equipment were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions.

Restructuring Reserve

Activity impacting the Company’s restructuring reserve for the three months ended March31, 2013 was as follows:

					Foreign
	December 31,		Restructuring		Exchange and		Cash		March 31,
	2012		Charges		Other		Paid		2013
Employee terminations	$	23.4	$	8.8	$	-	$	(9.1)	$	23.1
Multi-employer pension withdrawal obligations		25.1		5.5		-		(0.7)		29.9
Lease terminations and other		30.0		4.3		0.6		(7.0)		27.9
Total	$	78.5	$	18.6	$	0.6	$	(16.8)	$	80.9

The current portion of restructuring reserves of $31.6million at March31, 2013 was included in accrued liabilities, while the long-term portion of $49.3million, primarily related to multi-employer pension plan complete or partial withdrawal obligations and lease termination costs, was included in other noncurrent liabilities at March 31, 2013.

The Company anticipates that payments associated with the employee terminations reflected in the above table will be substantially completed by March of 2014.Payments on the multi-employer pension plan complete or partial withdrawal obligations are scheduled to be substantially completed by 2032.

As of March31, 2013, 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 charge related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the Condensed Consolidated Financial Statements of future periods.

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Other Intangible Assets

5. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the three months endedMarch31, 2013 were as follows:

	U.S. Print and
	Related Services		International		Total
Net book value as of December 31, 2012
Goodwill	$	3,299.2	$	1,321.5		$	4,620.7
Accumulated impairment losses		(1,989.9)		(1,194.4)			(3,184.3)
Total		1,309.3		127.1			1,436.4
Foreign exchange and other adjustments		(2.2)		(2.3)			(4.5)
Net book value as of March 31, 2013
Goodwill		3,297.0		1,278.1			4,575.1
Accumulated impairment losses		(1,989.9)		(1,153.3)			(3,143.2)
Total	$	1,307.1	$	124.8		$	1,431.9

The components of other intangible assets at March31, 2013 and December31, 2012 were as follows:

	March 31, 2013								December 31, 2012
	Gross							Gross
	Carrying		Accumulated		Net Book		Carrying				Accumulated			Net Book
	Amount		Amortization		Value		Amount				Amortization			Value
Customer relationships	$	723.6	$	(395.7)	$	327.9		$		731.1		$	(388.0)		$	343.1
Patents		98.3		(98.1)		0.2				98.3			(98.1)			0.2
Trademarks, licenses and agreements		31.4		(26.6)		4.8				31.7			(26.1)			5.6
Trade names		26.9		(11.5)		15.4				27.1			(11.2)			15.9
Total amortizable other intangible assets		880.2		(531.9)		348.3				888.2			(523.4)			364.8
Indefinite-lived trade names		18.1		-		18.1				18.1			-			18.1
Total other intangible assets	$	898.3	$	(531.9)	$	366.4		$		906.3		$	(523.4)		$	382.9

Amortization expense for other intangible assets was $16.3million and $24.3 million for the three months ended March31, 2013 and 2012, respectively.

The following table outlines the estimated annual amortization expense related to other intangible assets as of March31, 2013:

For the year ending December 31,	Amount
2013	$	64.1
2014		63.2
2015		57.6
2016		39.2
2017		32.8
2018 and thereafter		107.7
Total	$	364.6

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

New Accounting Pronouncements

17. New Accounting Pronouncements

In March 2013, the Financial Accounting Standards Board (“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 adjustmentsinto 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 will be effective prospectively for the Company in the first quarter of 2014. The adoption of ASU 2013-05 is not expected to have a material impact on the Company’s condensed 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 will be effective for the Company in the first quarter of 2014. The adoption of ASU 2013-04 is not expected to have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

In December 2011, the FASB issued Accounting Standards Update No.2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”), which requires disclosures of gross and net information about financial and derivative instruments eligible for offset in the statement of financial position or subject to a master netting agreement. In January 2013, the FASB issued Accounting Standards Update No.2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”), which narrows the scope of the disclosure requirements to derivatives, securities borrowings, and securities lending transactions that are either offset or subject to a master netting arrangement. ASU 2011-11 and ASU 2013-01 were effective for and adopted by the Company in the first quarter of 2013 and required additional disclosures, but otherwise did not have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued Accounting Standards Update No.2011-05 “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which prohibits the presentation of other comprehensive income in the statement of changes in stockholders’ equity and requires the presentation of net income, items of other comprehensive income and total comprehensive income in one continuous statement or two separate but consecutive statements. In December 2011, the FASB issued Accounting Standards Update No.2011-12 “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No.2011-05” (“ASU 2011-12”), which deferred the requirement to present reclassification adjustments for each component of other comprehensive income on the face of the financial statements. In February 2013, the FASB issued Accounting Standards Update No.2013-02 “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income” (“ASU 2013-02”), which requires disclosures of the amounts reclassified out of accumulated other comprehensive income by component, including the respective line items of net income if the amount is required to be reclassified to net income in its entirety in the same reporting period. ASU 2011-05 and 2011-12 were effective for and adopted by the Company in the first quarter of 2012 and ASU 2013-02 was effective and adopted by the Company in the first quarter of 2013. The ASUs have impacted the Company’s financial statement presentation and disclosures, but otherwise did not impact the Company’s condensed consolidated financial position, results of operations or cash flows.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies

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. 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 eleven active federal and state Superfund and other multiparty remediation sites. In addition to these sites, the Company may also have the obligation to remediate eleven other previously and 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.

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Equity

3 Months Ended

Mar. 31, 2013

Equity

9. Equity

The Company’s equity as of December 31, 2012 and March 31, 2013and changesduringthe three months ended March31, 2013 were as follows:

	RR Donnelley
	Shareholders'		Noncontrolling
	Equity		Interest		Total Equity
Balance at December 31, 2012	$	52.8	$	15.9	$	68.7
Net earnings		27.1		(1.8)		25.3
Other comprehensive income		6.3		-		6.3
Share-based compensation		4.0		-		4.0
Issuance of share-based awards, net of withholdings and other		(6.2)		-		(6.2)
Cash dividends paid		(46.9)		-		(46.9)
Distributions to noncontrolling interests		-		(0.8)		(0.8)
Balance at March 31, 2013	$	37.1	$	13.3	$	50.4

The Company’s equity as of December 31, 2011 and March 31, 2012 and changes during the three months ended March31, 2012 were as follows:

	RR Donnelley
	Shareholders'		Noncontrolling
	Equity		Interest		Total Equity
Balance at December 31, 2011	$	1,042.7	$	19.5	$	1,062.2
Net earnings		37.4		0.5		37.9
Other comprehensive income		42.7		0.1		42.8
Share-based compensation		7.4		-		7.4
Issuance of share-based awards, net of withholdings and other		(11.4)		-		(11.4)
Cash dividends paid		(46.4)		-		(46.4)
Distributions to noncontrolling interests		-		(0.7)		(0.7)
Balance at March 31, 2012	$	1,072.4	$	19.4	$	1,091.8

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Earnings per Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share [Line Items]
Treasury stock, shares acquired	0	0

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Employee Benefits

3 Months Ended

Mar. 31, 2013

Employee Benefits

7. Employee Benefits

The components of the estimated net pension and other postretirement benefits plan income for the three months ended March31, 2013 and 2012 were as follows:

	Three Months Ended
	March 31,
	2013		2012
Pension (income) expense
Service cost	$	0.8	$	1.9
Interest cost		44.6		47.4
Expected return on plan assets		(60.6)		(65.8)
Amortization, net		12.6		7.1
Net pension income	$	(2.6)	$	(9.4)
Other postretirement benefits plan (income) expense
Service cost	$	1.8	$	1.7
Interest cost		4.1		4.6
Expected return on plan assets		(3.0)		(3.5)
Amortization, net		(4.9)		(5.0)
Net other postretirement benefits plan income	$	(2.0)	$	(2.2)

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Share-Based Compensation

3 Months Ended

Mar. 31, 2013

Share-Based Compensation

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 $4.0 million and $7.4 million for the three months ended March31, 2013 and 2012, respectively.

Stock Options

There were no options granted during the three months ended March 31, 2013.The Company granted 1,221,000 stock options,with a grant date fair market value of $2.96,during the three months ended March 31, 2012. The fair market value of each stock option award was estimatedbased on the assumptions belowas of the grant date using theBlack-Scholes-Merton option pricing model. The assumptions used to determine the fair market value of the stock options granted during the three months ended March 31, 2012 were as follows:

	2012
Expected volatility	39.71%
Risk-free interest rate	1.18%
Expected life (years)	6.25
Expected dividend yield	5.06%

Stock option awardsas of December31, 2012 and March31, 2013, and changes during the three months ended March31, 2013, were as follows:

				Weighted
				Average
		Weighted		Remaining	Aggregate
		Average		Contractual	Intrinsic
	Shares Under Option	Exercise		Term	Value
	(thousands)	Price		(years)	(millions)
Outstanding at December 31, 2012	4,726	$	18.90	6.2	$	2.1
Cancelled/forfeited/expired	(345)		18.42
Outstanding at March 31, 2013	4,381		18.93	6.4		5.4
Vested and expected to vest at March 31, 2013	4,332		19.00	6.4		5.4
Exercisable at March 31, 2013	1,093	$	7.09	5.9	$	5.4

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 March31, 2013 and December31, 2012, 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 March31, 2013 and December31, 2012. 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 three months ended March31, 2012 was $1.2 million. There were no options exercised during the three months ended March 31, 2013.

Compensation expense related to stock options for the three months ended March31, 2013 and 2012 was $0.4 million and $1.1 million, respectively. As of March31, 2013, $2.8 million of total unrecognized compensation expense related to 1.1million stock options with a weighted average fair market value of $3.31, is expected to be recognized over a weighted average period of 2.4 years.

Restricted Stock Units

Nonvested restricted stock unit awards as of December31, 2012and March31, 2013, and changes during the three months ended March31, 2013, were as follows:

	Shares	Weighted Average Grant
	(thousands)	Date Fair Value
Nonvested at December 31, 2012	3,246	$	11.85
Granted	1,175		9.08
Vested	(1,706)		9.69
Forfeited	(34)		11.88
Nonvested at March 31, 2013	2,681	$	12.00

Compensation expense related to restricted stock units for the three months ended March31, 2013 and 2012 was $3.2 million and $5.8 million, respectively. As of March31, 2013, there was $23.1 million of unrecognized share-based compensation expense related to approximately 2.5 million of restricted stock unit awards, with a weighted average grant date fair market value of $11.97, that are expected to vest over a weighted average period of 2.5 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.

Performance Share Units

Nonvested performance share unit awards as of December31, 2012 and March31, 2013, and changes during the three months ended March31, 2013, were as follows:

	Shares (thousands)		Weighted Average Grant Date FairValue
Nonvested at December 31, 2012		468	$	12.84
Granted		485		8.85
Nonvested at March 31, 2013		953	$	10.81

During the three months ended March31, 2013, 485,000 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 January1, 2013 through December31, 2015. 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 three months ended March31, 2013 range from 242,500 to 485,000 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 employmentprior to vesting, subject in some cases to early vesting upon specified events, including 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 2013 and 2012 is currently being recognized based on the maximum estimated payout of 485,000 and 233,000 shares, for each respective period. Compensation expense for awards granted during 2011 is currently being recognized based on an estimated payout of 50%, or 117,500 shares. Compensation expense related to performance share unit awards for the three months ended March31, 2013 and 2012 was $0.4 million and $0.5 million, respectively. As of March31, 2013, there was $5.6 million of unrecognized compensation expense related to performance share unit awards, which is expected to be recognized over a weighted average period of 2.4 years.

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Earnings per Share

3 Months Ended

Mar. 31, 2013

Earnings per Share

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 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 three months ended March31, 2013 and 2012, no shares of common stock were purchased by the Company.

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 months ended March31, 2013 and 2012 were as follows:

	Three Months Ended
	March 31,
	2013		2012
Net earnings per share attributable to RR Donnelley common shareholders
Basic	$	0.15	$	0.21
Diluted	$	0.15	$	0.21
Dividends declared per common share	$	0.26	$	0.26
Numerator:
Net earnings attributable to RR Donnelley common shareholders	$	27.1	$	37.4
Denominator:
Weighted average number of common shares outstanding		181.2		179.4
Dilutive options and awards		1.7		1.0
Diluted weighted average number of common shares outstanding		182.9		180.4
Weighted average number of anti-dilutive share-based awards:
Restricted stock units		1.6		2.8
Performance share units		0.6		0.4
Stock options		4.4		4.4
Total		6.6		7.6

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Segment Reporting Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Total Sales	$ 2,570.0	$ 2,554.7
Intersegment Sales	(31.5)	(29.8)
Net Sales	2,538.5	2,524.9
Income (Loss) from Operations	139.8	121.4
Assets of Operations	7,006.8	8,212.8	7,262.7
Depreciation and amortization	113.6	125.0
Capital Expenditures	37.9	45.3
Us Print And Related Services
Segment Reporting Information [Line Items]
Total Sales	1,880.4	1,890.7
Intersegment Sales	(7.9)	(9.3)
Net Sales	1,872.5	1,881.4
Income (Loss) from Operations	145.0	139.2
Assets of Operations	4,542.3	5,646.6
Depreciation and amortization	75.0	87.6
Capital Expenditures	21.2	27.1
International
Segment Reporting Information [Line Items]
Total Sales	689.6	664.0
Intersegment Sales	(23.6)	(20.5)
Net Sales	666.0	643.5
Income (Loss) from Operations	32.1	30.6
Assets of Operations	1,951.8	2,318.9
Depreciation and amortization	26.4	27.5
Capital Expenditures	11.3	11.1
Operating Segments
Segment Reporting Information [Line Items]
Total Sales	2,570.0	2,554.7
Intersegment Sales	(31.5)	(29.8)
Net Sales	2,538.5	2,524.9
Income (Loss) from Operations	177.1	169.8
Assets of Operations	6,494.1	7,965.5
Depreciation and amortization	101.4	115.1
Capital Expenditures	32.5	38.2
Corporate
Segment Reporting Information [Line Items]
Total Sales
Intersegment Sales
Net Sales
Income (Loss) from Operations	(37.3)	(48.4)
Assets of Operations	512.7	247.3
Depreciation and amortization	12.2	9.9
Capital Expenditures	$ 5.4	$ 7.1

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Debt - Additional Information (Detail) (USD $)	3 Months Ended			3 Months Ended				3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Mar. 31, 2013 Senior Notes Eight Point Twenty Five Percent Due March Fifteen Two Thousand Nineteen	Mar. 31, 2012 Senior Notes Eight Point Twenty Five Percent Due March Fifteen Two Thousand Nineteen	Mar. 31, 2012 Senior Notes Four Point Nine Five Percent Due April One Two Thousand Fourteen	Apr. 09, 2010 Senior Notes Four Point Nine Five Percent Due April One Two Thousand Fourteen	Mar. 31, 2012 Senior Notes Five Point Five Zero Percent Due May Fifteen Two Thousand Fifteen	Mar. 31, 2012 Senior Notes Five Point Six Two Five Percent Due January Fifteen Two Thousand Twelve	Mar. 31, 2013 Senior Notes Seven Point Eight Seven Five Percent Due March Fifteen Two Thousand Twenty One	Mar. 31, 2013 Senior Notes Six Point One Two Five Percent Due January Fifteen Two Thousand Seventeen	Mar. 31, 2013 Senior Notes Eight Point Six Zero Percent Due August Fifteen Two Thousand Sixteen	Mar. 31, 2013 Senior Notes Seven Point Two Five Percent Due May Fifteen Two Thousand Eighteen	Mar. 31, 2013 Revolving Credit Facility
Debt Disclosure [Line Items]
Amount of difference between fair value and book value	$ 217,300,000		$ 3,700,000
Debt instrument, face amount				450,000,000	450,000,000					450,000,000		130,200,000	50,000,000
Interest rate				8.25%	8.25%	4.95%	4.95%	5.50%	5.625%	7.875%	6.125%	8.60%	7.25%
Maturity date				Mar. 15, 2019	Mar. 15, 2019	Apr. 01, 2014		May 15, 2015	Jan. 15, 2012	Mar. 15, 2021	Jan. 15, 2017	Aug. 15, 2016	May 15, 2018
Repayment of debt assumed in acquisition						341,800,000		100,000,000	158,600,000		173,500,000
Pre-tax loss on debt extinguishment	35,600,000	12,100,000
Pre-tax loss on debt extinguishment		23,200,000
Gain due to termination of the related interest rate swaps		11,100,000
Total amount of revolving credit agreement			1,750,000,000											1,150,000,000
Interest income	$ 3,800,000	$ 3,600,000

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Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at Beginning of Period	$ (1,029.2)	$ (863.3)
Other comprehensive income (loss) before reclassifications	1.4	40.9
Amount reclassified from accumulated other comprehensive loss	4.9	1.8
Net change in accumulated other comprehensive loss	6.3	42.7
Balance at End of Period	(1,022.9)	(820.6)
Fair Value Of Derivative Instruments
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at Beginning of Period	(0.6)	(1.1)
Other comprehensive income (loss) before reclassifications, change in fair value of derivatives	0	0
Amount reclassified from accumulated other comprehensive loss, change in fair value of derivatives	0.1	0.3
Net change in accumulated other comprehensive loss	0.1	0.3
Balance at End of Period	(0.5)	(0.8)
Pension And Other Postretirement Benefit Plan Cost
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at Beginning of Period	(1,085.1)	(907.5)
Other comprehensive income (loss) before reclassifications, Pension and Other Postretirement Benefits Plan Cost	(5.7)	(0.8)
Amount reclassified from accumulated other comprehensive loss, Pension and Other Postretirement Benefits Plan Cost	4.8	1.5
Net change in accumulated other comprehensive loss	(0.9)	0.7
Balance at End of Period	(1,086.0)	(906.8)
Accumulated Translation Adjustment
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at Beginning of Period	56.5	45.3
Other comprehensive income (loss) before reclassifications, translation adjustment	7.1	41.7
Amount reclassified from accumulated other comprehensive loss, translation adjustment	0	0
Net change in accumulated other comprehensive loss	7.1	41.7
Balance at End of Period	$ 63.6	$ 87.0

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting Information

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 consistent with the presentation of profitability reported within the Condensed Consolidated Financial Statements.

							Income (Loss)							Depreciation
Three months ended	Total		Intersegment		Net			from			Assets of				and		Capital
March 31, 2013	Sales		Sales		Sales			Operations			Operations				Amortization		Expenditures
U.S. Print and Related Services	$	1,880.4	$	(7.9)	$	1,872.5			$	145.0		$	4,542.3		$	75.0	$	21.2
International		689.6		(23.6)		666.0				32.1			1,951.8			26.4		11.3
Total operating segments		2,570.0		(31.5)		2,538.5				177.1			6,494.1			101.4		32.5
Corporate		-		-		-				(37.3)			512.7			12.2		5.4
Total operations	$	2,570.0	$	(31.5)	$	2,538.5			$	139.8		$	7,006.8		$	113.6	$	37.9

								Income (Loss)						Depreciation
Three months ended	Total		Intersegment		Net		from			Assets of			and			Capital
March 31, 2012	Sales		Sales		Sales		Operations			Operations			Amortization			Expenditures
U.S. Print and Related Services	$	1,890.7	$	(9.3)	$	1,881.4		$	139.2		$	5,646.6	$		87.6	$	27.1
International		664.0		(20.5)		643.5			30.6			2,318.9			27.5		11.1
Total operating segments		2,554.7		(29.8)		2,524.9			169.8			7,965.5			115.1		38.2
Corporate		-		-		-			(48.4)			247.3			9.9		7.1
Total operations	$	2,554.7	$	(29.8)	$	2,524.9		$	121.4		$	8,212.8	$		125.0	$	45.3

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Restructuring and Impairment Charges - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Employee	Mar. 31, 2012 Employee
Restructuring Cost And Reserve [Line Items]
Employee termination cost	$ 8.8	$ 36.8
Number of employees used to determine employee termination costs	393	1,365
Number of employees who were terminated as of date	127	1,365
Other restructuring charges	9.8	3.9
Impairment charges	4.1	9.3
Current restructuring reserve (included in accrued liabilities)	31.6
Noncurrent restructuring reserve (included in noncurrent liabilities)	49.3
Lease Terminations And Other
Restructuring Cost And Reserve [Line Items]
Other restructuring charges	9.8	3.9
Machinery and Equipment
Restructuring Cost And Reserve [Line Items]
Impairment charges	$ 4.1	$ 9.3
Domestic
Restructuring Cost And Reserve [Line Items]
Number of manufacturing facilities closed	2	2
International Segment
Restructuring Cost And Reserve [Line Items]
Number of manufacturing facilities closed		1

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Derivatives

3 Months Ended

Mar. 31, 2013

Derivatives

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.

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 value of the forward contracts at March31, 2013 and December31, 2012 was $515.6 million and $654.2 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 March13, 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 value of $400.0 million, are designated as fair value hedges against changes in the value of the Company’s $450.0 million 8.25% senior notes due March15, 2019, which are attributable to changes in the benchmark interest rate.

On April9, 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 value of $600.0 million at inception, are designated as fair value hedges against changes in the value of the Company’s 4.95% senior notes due April1, 2014, which are attributable to changes in the benchmark interest rate. During March 2012, the Company repurchased $341.8 million of the 4.95% senior notes due April1, 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.

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.

At March31, 2013 and December31, 2012, 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:

	March 31, 2013		December 31, 2012
Derivatives not designated as hedges
Prepaid expenses and other current assets	$	0.2	$	0.6
Accrued liabilities		4.3		24.0
Derivatives designated as fair value hedges
Other noncurrent assets	$	10.4	$	14.7

The gross and net amounts of foreign exchange forward contracts and interest rate swaps recognized in the Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 were as follows:

March 31, 2013	Gross Amounts of Assets and Liabilities		Impact of Netting		Net Amounts of Assets and Liabilities Presented in the Condensed Consolidated Balance Sheet		All Other Amounts Subject to Master Netting Agreements		Potential Net Amounts of Assets and Liabilities
Assets
Foreign exchange forward contracts reported gross	$	0.2	$	-	$	0.2	$	(0.1)	$	0.1
Foreign exchange forward contracts reported net		0.7		(0.7)		-		-		-
Total foreign exchange forward contracts		0.9		(0.7)		0.2		(0.1)		0.1
Interest rate swaps		10.4		-		10.4		(2.8)		7.6
Total	$	11.3	$	(0.7)	$	10.6	$	(2.9)	$	7.7
Liabilities
Foreign exchange forward contracts reported gross	$	2.7	$	-	$	2.7	$	(1.5)	$	1.2
Foreign exchange forward contracts reported net		2.3		(0.7)		1.6		(1.4)		0.2
Total foreign exchange forward contracts	$	5.0	$	(0.7)	$	4.3	$	(2.9)	$	1.4

December 31, 2012	Gross Amounts of Assets and Liabilities		Impact of Netting		Net Amounts of Assets and Liabilities Presented in the Condensed Consolidated Balance Sheet		All Other Amounts Subject to Master Netting Agreements		Potential Net Amounts of Assets and Liabilities
Assets
Foreign exchange forward contracts reported gross	$	0.6	$	-	$	0.6	$	(0.1)	$	0.5
Interest rate swaps		14.7		-		14.7		(3.5)		11.2
Total	$	15.3	$	-	$	15.3	$	(3.6)	$	11.7
Liabilities
Foreign exchange forward contracts reported gross	$	24.0	$	-	$	24.0	$	(3.6)	$	20.4

The pre-tax gains related to derivatives not designated as hedges recognized in the Condensed Consolidated Statements of Operations for the three months ended March31, 2013 and 2012 were as follows:

	Classification of Gain Recognized in the	Three Months Ended March 31,
	Condensed Consolidated Statements of Operations		2013		2012
Derivatives not designated as hedges
Foreign exchange forward contracts	Selling, general and administrative expenses	$	(12.8)	$	( 0.7)

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 months ended March31, 2013 and 2012 were as follows:

	Classification of (Gain) Loss Recognized in the	Three Months Ended March 31,
	Condensed Consolidated Statements of Operations		2013		2012
Fair Value Hedges
Interest rate swaps	Investment and other expense (income) -net	$	4.3	$	5.2
Hedged items	Investment and other expense (income)-net		(3.7)		(6.2)
Total (gain) loss recognized as
ineffectiveness in the condensed consolidated statements of operations	Investment and other expense (income) -net	$	0.6	$	(1.0)

The Company also recognized a net reduction to interest expense of $2.3 million and $2.0 million for the three months ended March31, 2013 and 2012, 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.

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2013

Components of Company's Property, Plant and Equipment

The components of the Company’s property, plant and equipment at March31, 2013 and December31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Land	$	96.2		$	98.7
Buildings		1,159.3			1,167.0
Machinery and equipment		6,000.1			6,022.7
		7,255.6			7,288.4
Accumulated depreciation		(5,710.7)			(5,671.8)
Total	$	1,544.9		$	1,616.6

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Restructuring Reserve (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Restructuring Cost And Reserve [Line Items]
Balance at the beginning	$ 78.5
Restructuring Charges	18.6
Foreign Exchange and Other	0.6
Cash Paid	(16.8)
Balance at the end	80.9
Employee Severance
Restructuring Cost And Reserve [Line Items]
Balance at the beginning	23.4
Restructuring Charges	8.8
Foreign Exchange and Other
Cash Paid	(9.1)
Balance at the end	23.1
Withdrawal from Multiemployer Defined Benefit Plan
Restructuring Cost And Reserve [Line Items]
Balance at the beginning	25.1
Restructuring Charges	5.5
Foreign Exchange and Other
Cash Paid	(0.7)
Balance at the end	29.9
Lease Terminations And Other
Restructuring Cost And Reserve [Line Items]
Balance at the beginning	30.0
Restructuring Charges	4.3
Foreign Exchange and Other	0.6
Cash Paid	(7.0)
Balance at the end	$ 27.9

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Acquisitions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				3 Months Ended		3 Months Ended			1 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Presort Solutions Us Print And Related Services	Dec. 28, 2012 Presort Solutions Us Print And Related Services	Mar. 31, 2013 Meisel Photographic Corporation Us Print And Related Services	Dec. 17, 2012 Meisel Photographic Corporation Us Print And Related Services	Mar. 31, 2013 Express Postal Options International Us Print And Related Services	Sep. 06, 2012 Express Postal Options International Us Print And Related Services	Sep. 06, 2012 Express Postal Options International Us Print And Related Services Maximum	Aug. 31, 2012 Edgar Online Us Print And Related Services	Mar. 31, 2013 Edgar Online Us Print And Related Services	Aug. 14, 2012 Edgar Online Us Print And Related Services	Mar. 31, 2013 Presort, Meisel, XPO and EDGAR Online acquisitions	Dec. 31, 2012 Presort, Meisel, XPO and EDGAR Online acquisitions
Business Acquisition [Line Items]
Effective date of acquisition			Dec. 28, 2012		Dec. 17, 2012		Sep. 06, 2012				Aug. 14, 2012
Purchase price of acquisition				$ 11.9		$ 25.4		$ 23.4				$ 71.5		$ 132.2
Cash acquired from acquisition				0.8		1.0		1.0				2.1
Maximum entitled cash payments									4.0
Fair value of the contingent consideration								3.5						3.5
Repayment of debt assumed in acquisition										1.4
Debt Assumed												1.4		1.4
Acquisition-related expenses	1.0	0.3
Goodwill related to acquisitions tax deductible													23.7
Business acquisition, pro forma net sales		$ 2,591.7

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net earnings	$ 25.3	$ 37.9
Other comprehensive income, net of tax (Note 11):
Translation adjustments	7.1	41.8
Adjustment for net periodic pension and other postretirement benefits plan cost	(0.9)	0.7
Change in fair value of derivatives	0.1	0.3
Other comprehensive income	6.3	42.8
Comprehensive income	31.6	80.7
Less: comprehensive income (loss) attributable to noncontrolling interests	(1.8)	0.6
Comprehensive income attributable to RR Donnelley common shareholders	$ 33.4	$ 80.1

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment

4. Property, Plant and Equipment

The components of the Company’s property, plant and equipment at March31, 2013 and December31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Land	$	96.2		$	98.7
Buildings		1,159.3			1,167.0
Machinery and equipment		6,000.1			6,022.7
		7,255.6			7,288.4
Accumulated depreciation		(5,710.7)			(5,671.8)
Total	$	1,544.9		$	1,616.6

During the three months ended March31, 2013 and 2012, depreciation expense was $88.5 million and $95.4 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 $24.1 million and $19.2 million at March31, 2013 and December31, 2012, respectively. These assets were included in other current assets in the Condensed Consolidated Balance Sheets at March31, 2013 and December31, 2012 at the lower of their historical net book value or their estimated fair value, less estimated costs to sell.

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Summary of the Company's Equity Activity (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Equity [Line Items]
Beginning Balance	$ 68.7	$ 1,062.2
Net earnings	25.3	37.9
Other comprehensive income	6.3	42.8
Share-based compensation	4.0	7.4
Issuance of share-based awards, net of withholdings and other	(6.2)	(11.4)
Dividends paid	(46.9)	(46.4)
Distributions to noncontrolling interests	(0.8)	(0.7)
Ending Balance	50.4	1,091.8
Total RR Donnelley's Shareholders' Equity
Equity [Line Items]
Beginning Balance	52.8	1,042.7
Net earnings	27.1	37.4
Other comprehensive income	6.3	42.7
Share-based compensation	4.0	7.4
Issuance of share-based awards, net of withholdings and other	(6.2)	(11.4)
Dividends paid	(46.9)	(46.4)
Ending Balance	37.1	1,072.4
Noncontrolling Interest
Equity [Line Items]
Beginning Balance	15.9	19.5
Net earnings	(1.8)	0.5
Other comprehensive income		0.1
Distributions to noncontrolling interests	(0.8)	(0.7)
Ending Balance	$ 13.3	$ 19.4

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Derivatives - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Mar. 31, 2013 Fair Value Hedging	Mar. 31, 2012 Fair Value Hedging	Mar. 31, 2013 Senior Notes Eight Point Twenty Five Percent Due March Fifteen Two Thousand Nineteen	Mar. 31, 2012 Senior Notes Eight Point Twenty Five Percent Due March Fifteen Two Thousand Nineteen	Mar. 31, 2012 Senior Notes Four Point Nine Five Percent Due April One Two Thousand Fourteen	Apr. 09, 2010 Senior Notes Four Point Nine Five Percent Due April One Two Thousand Fourteen
Derivative [Line Items]
Derivative, inception date						Mar. 13, 2012		Apr. 09, 2010
Notional amount of interest rate fair value hedge derivatives						$ 400.0			$ 600.0
Debt instrument, face amount						450.0	450.0
Interest rate						8.25%	8.25%	4.95%	4.95%
Maturity date						Mar. 15, 2019	Mar. 15, 2019	Apr. 01, 2014
Terminated portion of interest rate swap agreement, notional amount								342.0
Repayment of debt assumed in acquisition								341.8
Proceeds from termination of interest rate swaps		11.0
Reduction to interest expense	(62.8)	(60.7)		2.3	2.0
Aggregate notional value of foreign exchange forward contracts	$ 515.6		$ 654.2

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill

The changes in the carrying amount of goodwill for the three months endedMarch31, 2013 were as follows:

	U.S. Print and
	Related Services		International		Total
Net book value as of December 31, 2012
Goodwill	$	3,299.2	$	1,321.5		$	4,620.7
Accumulated impairment losses		(1,989.9)		(1,194.4)			(3,184.3)
Total		1,309.3		127.1			1,436.4
Foreign exchange and other adjustments		(2.2)		(2.3)			(4.5)
Net book value as of March 31, 2013
Goodwill		3,297.0		1,278.1			4,575.1
Accumulated impairment losses		(1,989.9)		(1,153.3)			(3,143.2)
Total	$	1,307.1	$	124.8		$	1,431.9

Components of Other Intangible Assets

The components of other intangible assets at March31, 2013 and December31, 2012 were as follows:

	March 31, 2013								December 31, 2012
	Gross							Gross
	Carrying		Accumulated		Net Book		Carrying				Accumulated			Net Book
	Amount		Amortization		Value		Amount				Amortization			Value
Customer relationships	$	723.6	$	(395.7)	$	327.9		$		731.1		$	(388.0)		$	343.1
Patents		98.3		(98.1)		0.2				98.3			(98.1)			0.2
Trademarks, licenses and agreements		31.4		(26.6)		4.8				31.7			(26.1)			5.6
Trade names		26.9		(11.5)		15.4				27.1			(11.2)			15.9
Total amortizable other intangible assets		880.2		(531.9)		348.3				888.2			(523.4)			364.8
Indefinite-lived trade names		18.1		-		18.1				18.1			-			18.1
Total other intangible assets	$	898.3	$	(531.9)	$	366.4		$		906.3		$	(523.4)		$	382.9

Estimated Annual Amortization Expense Related to Intangible Assets

The following table outlines the estimated annual amortization expense related to other intangible assets as of March31, 2013:

For the year ending December 31,	Amount
2013	$	64.1
2014		63.2
2015		57.6
2016		39.2
2017		32.8
2018 and thereafter		107.7
Total	$	364.6

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Assets Measured at Fair Value on a Nonrecurring Basis (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Fair Value Measurements On Nonrecurring Basis [Line Items]
Impairment charges	$ 4.1	$ 9.4
Fair Value, Measurements, Nonrecurring
Fair Value Measurements On Nonrecurring Basis [Line Items]
Long-lived assets held and used, impairment charge	3.6	5.6
Long-lived assets held for sale or disposal, Impairment charge	1.1	3.8
Impairment charges	4.7	9.4
Long-lived assets held and used, net book value	1.6	4.2
Total	1.6	4.2
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3
Fair Value Measurements On Nonrecurring Basis [Line Items]
Long-lived assets held and used, fair value measurement	1.6	4.2
Long-lived assets held for sale or disposal, fair value measurement	0.4	1.5
Total, Fair value measurement	$ 2.0	$ 5.7

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Basis of Presentation - Additional Information (Detail) (Reversal Of Over Accrual For Rebates, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Reversal Of Over Accrual For Rebates
Quantifying Misstatement In Current Year Financial Statements [Line Items]
Immaterial error correction, impact on accounts receivable and net sales	$ 19.8

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Debt

3 Months Ended

Mar. 31, 2013

Debt

14. Debt

The Company’s debt at March 31, 2013 and December 31, 2012 consisted of the following:

	March 31,			December 31,
	2013			2012
4.95% senior notes due April 1, 2014	$	258.1	$		258.1
5.50% senior notes due May 15, 2015		299.9			299.9
8.60% senior notes due August 15, 2016		218.4			347.4
6.125% senior notes due January 15, 2017		350.4			523.3
7.25% senior notes due May 15, 2018		550.0			600.0
11.25% debentures due February 1, 2019 (a)		172.2			172.2
8.25% senior notes due March 15, 2019		450.0			450.0
7.625% senior notes due June 15, 2020		400.0			400.0
7.875% senior notes due March 15, 2021		447.8			-
8.875% debentures due April 15, 2021		80.9			80.9
6.625% debentures due April 15, 2029		199.4			199.4
8.820% debentures due April 15, 2031		69.0			69.0
Other (b)		37.7			38.4
Total debt		3,533.8			3,438.6
Less: current portion		(21.6)			(18.4)
Long-term debt	$	3,512.2	$		3,420.2

(a)On May17, 2011,June14, 2012,August2, 2012 and September20, 2012, the interest rate on the 11.25% senior notes due February1, 2019 was increased to 11.75%, 12.0%, 12.25% and 12.50%, respectively, as a result of downgrades in the ratings of the notes by the rating agencies.

(b)Includes miscellaneous debt obligations, fair value adjustments to the 4.95% senior notes due April1, 2014 and 8.25% senior notes due March15, 2019 related to the Company’s fair value hedges and capital leases.

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 $217.3 million and less than its book value by approximately $3.7 million at March31, 2013 and December31, 2012, respectively.

On March14, 2013, the Company issued $450.0 million of 7.875% senior notes due March15, 2021. Interest on the notes is payable semi-annually on March15 and September15 of each year, commencing on September15, 2013. The net proceeds from the offering were used to repurchase $173.5million of the 6.125% senior notes due January 15, 2017, $130.2million of the 8.60% senior notes due August15, 2016 and $50.0 million of the 7.25% senior notes due May15, 2018 and to reduce borrowings under the Company’s $1.15billion senior secured revolving credit facility (the “Credit Agreement”). The repurchases resulted in a pre-tax loss on debt extinguishment of $35.6million for the three months ended March31, 2013 related to the premiums paid, unamortized debt issuance costs and other expenses.

There were no borrowings outstanding under the Credit Agreement as of March 31, 2013 or December 31, 2012.

On March13, 2012, the Company issued $450.0 million of 8.25% senior notes due March15, 2019. Interest on the notes is payable semi-annually on March15 and September15 of each year, commencing on September15, 2012. The net proceeds from the offering and cash on hand were used to repurchase $341.8 million of the 4.95% senior notes due April1, 2014 and $100.0 million of the 5.50% senior notes due May15, 2015. The repurchases resulted in a pre-tax loss on debt extinguishment of $12.1 million for the three months ended March31, 2012, consisting of a loss of $23.2 million related to the premiums paid, unamortized debt issuance costs and other expenses, partially offset by the elimination of $11.1 million of the fair value adjustment on the 4.95% senior notes.

On January15, 2012, proceeds from borrowings under the Company’s previous $1.75 billion revolving credit agreement were used to pay the $158.6 million 5.625% senior notes that matured on January15, 2012.

Interest income was $3.8 million and $3.6 million for the three months ended March31, 2013 and 2012, respectively.