8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2005

R. R. DONNELLEY & SONS COMPANY

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-4694	36-1004130
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

77 West Wacker Drive, Chicago, Illinois	60601
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 326-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On February 24, 2005, R.R. Donnelley & Sons Company (the “Company”) issued a press release (the “Press Release”) that, among other things, confirmed that the Company will meet or exceed its previously announced earnings guidance for the fourth quarter and full year 2004.

This information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such a filing.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On February 23, 2005, the Company and Glenn R. Richter, age 43, entered into an employment agreement (the “Employment Agreement”) pursuant to which Mr. Richter agreed to serve as the Company’s Executive Vice President and Chief Financial Officer. On February 24, 2005, the Company announced in the Press Release that Mr. Richter’s appointment will become effective on April 1, 2005 (the “Transition Date”). Kevin J. Smith, the Company’s current Executive Vice President and Chief Financial Officer, will continue in that office until the Transition Date.

Under the terms of the employment agreement:

• Mr. Richter will receive a base salary to be paid at a rate of $500,000 per year;

• Mr. Richter will be eligible to receive an annual bonus with a target bonus opportunity of 140% of base salary; and

• The Chief Executive Officer will recommend to the Human Resources Committee of the Company’s Board of Directors that Mr. Richter be granted 50,000 shares of restricted common stock of the Company, which shares will vest in equal installments on the first four anniversaries of the date of grant.

The Employment Agreement provides that if the Company terminates Mr. Richter’s employment without Cause (as defined in the Employment Agreement) or Mr. Richter terminates his employment for Good Reason (as defined in the Employment Agreement):

• the Company will pay Mr. Richter an amount equal to 150% of his base salary and target annual bonus;

• Mr. Richter will be entitled to a continuation for 18 months of all benefits; and

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• All outstanding equity grants previously issued to Mr. Richter will vest 100% as of the date of termination.

Mr. Richter is currently the Executive Vice President and Chief Financial Officer of Sears, Roebuck and Co. (“Sears”), a multi-line retailer that offers a wide array of merchandise and related services. Mr. Richter joined Sears as Vice President and Controller in February 2000. He was named Senior Vice President, Finance in July 2001 and held that position until October 2002. Mr. Richter has served as Chief Financial Officer of Sears since October 2002. He became Executive Vice President in 2004. Prior to joining Sears, Mr. Richter was Senior Vice President and Chief Financial Officer of Dade Behring International, a manufacturer of medical testing systems, from 1998 to 2000, and Senior Vice President and Corporate Controller from 1997 to 1998.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release issued by R.R. Donnelley & Sons Company on February 24, 2005.

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SIGNATURES

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

	R.R. DONNELLEY & SONS COMPANY
Dated: February 25, 2005	By:	/s/ Suzanne S. Bettman
		Suzanne S. Bettman Senior Vice President, General Counsel and Assistant Secretary

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EX-99.1

Exhibit 99.1

RR DONNELLEY NAMES SEARS, ROEBUCK AND CO. SENIOR EXECUTIVE, GLENN R. RICHTER, AS NEW CHIEF FINANCIAL OFFICER

CURRENT CFO, KEVIN J. SMITH, TO STEP DOWN AT END OF FIRST QUARTER

CHICAGO, Feb. 24, 2005 – RR Donnelley & Sons Company (NYSE: RRD) announced today that it has named Glenn R. Richter, currently the Chief Financial Officer of Sears, Roebuck and Co., as Executive Vice President and Chief Financial Officer, effective April 1, 2005. To ensure an orderly transition, Kevin J. Smith has agreed to remain with RR Donnelley as Executive Vice President and Chief Financial Officer until the end of the Company’s first quarter on March 31, 2005.

“Glenn is a world class executive and he is the right person to become RR Donnelley’s Chief Financial Officer as we enter the next stage of our development,” said Mark A. Angelson, Chief Executive Officer of RR Donnelley. “Our leadership group is pleased to welcome to RR Donnelley a business executive of Glenn’s caliber who will fit in well with our team. This is an opportunistic hire for the Company and we look forward to working with Glenn as we continue to execute upon our strategic objectives. Separately, I am pleased to confirm that we will meet or exceed our previously announced earnings guidance for the fourth quarter and full year 2004 and to reaffirm our previously announced earnings guidance for 2005. We look forward to discussing this in greater detail on our fourth quarter earnings conference call on March 1.”

Angelson added, “I thank Kevin Smith for his contributions in helping to create the new RR Donnelley. He was the right individual for the job and made a strong contribution to the renaissance of the Company and in implementing internal procedures to achieve compliance with Section 404 of the Sarbanes-Oxley Act. He was a superb CFO for the integration environment that RR Donnelley has been working in since the Moore Wallace acquisition and will make further significant contributions in his career.”

Kevin J. Smith, Chief Financial Officer of RR Donnelley, said, “I have enjoyed the opportunity to contribute to the creation of the framework for the new RR Donnelley. I will focus on finalizing RR Donnelley’s fourth quarter and full year 2004 financial results, and achieving a smooth and orderly transition.”

Mr. Richter has served in a variety of executive management roles with Sears, Roebuck and Co., including most recently Executive Vice President and Chief Financial Officer, as well as Chairman of the Board of Sears Canada. He played an important role in the Company’s agreement to merge with Kmart.

Mr. Richter, said, “I am pleased to have the opportunity to work with Mark and the entire leadership team as RR Donnelley seeks to further expand its leadership position as the premier global provider of print and related products and services.”

(more)

RR Donnelley Corporate Headquarters 77 W. Wacker Dr. Chicago, IL 60601 Tel. 312.326.8000

RR Donnelley Names Sears, Roebuck and Co. Senior Executive, Glenn R. Richter, As New CFO

Feb. 24, 2005

Page 2 of 2

Prior to joining Sears, Mr. Richter held a number of senior financial positions, including Chief Financial Officer of Dade Behring Holdings, Inc., a NASDAQ traded company. He also held various finance roles at PepsiCo, Inc. and early in his career served as a consultant at McKinsey & Company. He earned a bachelor’s degree from George Washington University and an MBA from Duke University’s Fuqua School of Business.

About RR Donnelley

RR Donnelley (NYSE: RRD) is the world’s premier full-service global print provider and the largest printing company in North America, serving customers in the publishing, healthcare, advertising, retail, telecommunications, technology, financial services and many other industries. Founded more than 140 years ago, the company provides solutions in commercial printing, forms and labels, direct mail, financial printing, print fulfillment, business communication outsourcing, logistics, online services, digital photography, color services, and content and database management. The largest companies in the world and others rely on RR Donnelley’s scale, scope and insight through a comprehensive range of online tools, variable printing services and market-specific solutions. For more information, visit the company’s web site at www.rrdonnelley.com.

Use of Forward-Looking Statements

This news release contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.

Many of the factors that could cause material differences in the expected results of RR Donnelley relate to the integration of Moore Wallace Incorporated, which was acquired by RR Donnelley on February 27, 2004. These factors include, without limitation, the following: the development and execution of comprehensive plans for asset rationalization, the ability to eliminate duplicative overhead without excessive cost or adversely affecting the business, the potential loss of customers and employees as a result of the transaction, the ability to achieve procurement savings by leveraging total spending across the organization, the success of the organization in leveraging its comprehensive product offering to the combined customer base as well as the ability of the organization to complete the integration of the combined companies without losing focus on the business. In addition, the ability of the combined company to achieve the expected net sales, accretion, cash flow and synergy savings will also be affected by the effects of competition (in particular the response to the transaction in the marketplace), the effects of pricing of paper and other raw materials and fuel price fluctuations and shortages of supply, the rate of migration from paper-based forms to digital formats, the impact of currency fluctuations in the countries in which RR Donnelley operates, general economic and other factors beyond the combined company’s control, and other risks and uncertainties described in RR Donnelley’s periodic filings with the Securities and Exchange Commission (SEC). Readers are strongly encouraged to read the full cautionary statements contained in RR Donnelley’s filings with the SEC. RR Donnelley disclaims any obligation to update or revise any forward-looking statements.

RR Donnelley Investor Contact:	RR Donnelley Media Contact:
Dan Leib	Doug Fitzgerald
Vice President, Investor Relations	Sr. Vice President, Marketing & Communications
312.326.7710	312.326.7740
dan.leib@rrd.com	doug.fitzgerald@rrd.com

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