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 22, 2006

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.)
111 South Wacker Drive, Chicago, Illinois		60606
(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 22, 2006, R.R. Donnelley & Sons Company issued a press release reporting the Company’s results for the fourth quarter ended December 31, 2005.

The 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 22, 2006, the Company’s Board of Directors amended Section 4.1 of the Company’s bylaws, effective February 22, 2006, to delete the requirement that the Board of Directors elect all senior officers of the Company. The Amended and Restated Bylaws are filed as Exhibit 3.2 of this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

  3.2 Amended and Restated By-Laws of R.R. Donnelley & Sons Company.

99.1 Press Release issued by R.R. Donnelley & Sons Company on February 22, 2006 reporting results for the fourth quarter ended December 31, 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
Date: February 22, 2006
	By:	/S/ SUZANNE S. BETTMAN
		Suzanne S. Bettman
		Senior Vice President, General Counsel & Assistant Secretary

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EXHIBIT INDEX

Exhibit Number	Description
3.2	Amended and Restated By-Laws of R.R. Donnelley & Sons Company.
99.1	Press Release issued by R.R. Donnelley & Sons Company on February 22, 2006 reporting results for the fourth quarter ended December 31, 2005.

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EX-3.2

Exhibit 3.2

Amended and Restated                        

February 22, 2006                        

BY-LAWS OF

R. R. DONNELLEY & SONS COMPANY

ARTICLE I

Section 1.1. Principal Office. The principal office in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is The Corporation Trust Company.

Section 1.2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 2.1. Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing Directors of the class for which the term expires on that date and for the transaction of such other business as may properly be brought before the meeting in accordance with these By-laws at such date, time and place, within or without the State of Delaware, as may be fixed by resolution of the Board of Directors of the corporation from time to time.

Except as otherwise provided by statute or the certificate of incorporation, the only business which properly shall be conducted at any annual meeting of the stockholders shall (i) have been specified in the written notice of the meeting (or any supplement thereto) given as provided in Section 2.4, (ii) be brought before the meeting by or at the direction of the Board of Directors or the officer of the corporation presiding at the meeting or (iii) be brought before the meeting by a stockholder who shall have complied with the notice requirements specified in this Section. For business to be brought before the meeting by a stockholder, the business must have been specified in a written notice (a “Stockholder Meeting Notice”) given to the corporation, in accordance with all of the following requirements, by or on behalf of any stockholder who is entitled to vote at such meeting. Each Stockholder Meeting Notice must be delivered personally to, or be mailed to and received by, the Secretary of the corporation at the principal executive offices of the corporation in the City of Chicago, State of Illinois, not less than 60 days nor more than 90 days prior to the annual meeting; provided, however, that in the event that less than 75 days’ notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. Each Stockholder Meeting Notice shall set forth: (i) a description of

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each item of business proposed to be brought before the meeting and the reasons for conducting such business at the annual meeting; (ii) the name and record address of the stockholder proposing to bring such item of business before the meeting and the reasons for conducting such business at the annual meeting; (iii) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available) and as of the date of such Stockholder Meeting Notice and (iv) all other information which would be required to be included in a proxy statement filed with the Securities and Exchange Commission if, with respect to any such item of business, such stockholder were a participant in a solicitation subject to Section 14 of the Securities Exchange Act of 1934. No business shall be brought before any annual meeting of stockholders of the corporation otherwise than as provided in this Section; provided, however, that nothing contained in this Section shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting. The officer of the corporation presiding at the annual meeting of stockholders shall, if the facts so warrant, determine that business was not properly brought before the meeting in accordance with the provisions of this Section and, if such officer should so determine, such officer should so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

Section 2.2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the Chief Executive Officer, the President, or the Chairman of the Board, and shall be called by the Secretary pursuant to a resolution duly adopted by the affirmative vote of a majority of the Whole Board of Directors. Such call shall state the purposes of the proposed meeting. Business transacted at any special meeting shall be limited to the general objectives stated in the call.

Section 2.3. Place of Special Meetings. Any special meeting of the stockholders properly called in accordance with Section 2.2 of these By-laws shall be held at such date, time and place, within or without the State of Delaware, as may be fixed by resolution of the Board of Directors from time to time.

Section 2.4. Notice of Meetings. A written notice of each annual or special meeting of stockholders shall be given stating the date, time and place of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these By-laws, such notice shall be given not less than ten nor more than 60 days before the date of the meeting, by or at the direction of the Board of Directors, the Chief Executive Officer, the Chairman of the Board or the President, to each stockholder of record entitled to vote at such meeting, personally, by mail or, to the extent and in the manner permitted by law, electronically. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

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Section 2.5. Fixing Record Date. In order that the corporation may determine the stockholders (i) entitled (A) to notice of or to vote at any meeting of stockholders or any adjournment thereof, (B) to receive payment of any dividend or other distribution or allotment of any rights, or (C) to exercise any rights in respect of any change, conversion or exchange of stock, or (ii) for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be earlier than the date upon which the resolution fixing the record date is adopted by the Board of Directors and which (1) in the case of a determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, be not more than 60 nor less than ten days before the date of such meeting; and (2) in the case of any other action, shall be not more than 60 days before such action.

If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board of Directors may fix a new record date for the adjourned meeting.

Section 2.6. Voting List. The Secretary shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting during ordinary business hours, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 2.7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

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Section 2.8. Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy filed with the Secretary before or at the time of the meeting. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 2.9. Voting. When a quorum is present at any meeting of stockholders, the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes, the certificate of incorporation or these By-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Every stockholder having the right to vote shall be entitled to vote in person or by proxy. Every such stockholder shall have one vote for each share of stock having voting power registered in such stockholder’s name on the books of the corporation.

Section 2.10. Voting of Stock of Certain Holders. Shares of stock of the corporation standing in the name of another corporation, domestic or foreign, and entitled to vote may be voted by such officer, agent or proxy as the by-laws or other internal regulations of such corporation may prescribe or, in the absence of such provision, as the board of directors or comparable body of such corporation may determine. Shares of stock of the corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting. A stockholder whose shares of stock of the corporation are pledged shall be entitled to vote such shares, unless on the transfer records of the corporation, the pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or the pledgee’s proxy, may vote such shares.

Section 2.11. Treasury Stock. Stock of the corporation belonging to the corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the corporation, shall not be voted at any meeting of stockholders and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing in this Section 2.11 shall limit the right of the corporation to vote shares of stock of the corporation held by it in a fiduciary capacity.

Section 2.12. Election of Directors. When a quorum is present at any meeting of stockholders, Directors shall be elected by a plurality of the votes of the stock present in person or represented by proxy at such meeting of stockholders and entitled to vote on the election of Directors.

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ARTICLE III

Directors

Section 3.1. General Powers. The property and business of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these By-laws directed or required to be exercised or done by the stockholders.

Without limiting the generality of the foregoing, it shall be the responsibility of the Board of Directors to establish broad objectives and the general course of the business, determine basic policies, appraise the adequacy of overall results, and generally represent and further the interests of the corporation’s stockholders and insure the most effective use of the corporation’s assets.

Several examples of the responsibilities of the Board of Directors are as follows:

1. Establish broad corporation objectives and basic policies and maintain overall control of the business.

2. Make necessary revisions of the by-laws (in accordance with Article X).

3. Determine dividend action (in accordance with Article VIII).

4. Authorize necessary action with respect to issuance of new securities and listing securities for trading on exchanges.

5. Fix date, time and place of, and take other necessary action with respect to, meetings of stockholders (in accordance with Article II).

6. Approve issuance of stock certificates to replace those lost or destroyed (in accordance with Section 7.2).

7. Fill vacancies in the Board of Directors (in accordance with Sections 3.2 and 3.8).

8. Elect the officers of the corporation (in accordance with Section 4.2) and appraise their performance.

9. Determine the basic organization structure of the business.

10. Authorize any necessary action with respect to loans and pledging of assets (in accordance with Section 6.2).

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11. Designate officers authorized to buy or sell corporate investment securities.

12. Designate persons authorized to execute contracts and other documents requiring signatures of officers or specific individuals (in accordance with Section 6.1).

13. Select, or designate those authorized to select, depositaries for corporate funds and investment securities and designate check signatories and persons authorized to have access to safe deposit boxes (in accordance with Sections 6.3 and 6.4).

14. Approve proposals to convey corporate-owned land or buildings or designate those authorized to take such action.

15. Designate the person or persons authorized to appoint proxies to vote stock in subsidiary and other concerns in which the corporation has a significant interest and the person or persons authorized to determine who shall serve as Directors in representing the parent corporation in such concerns.

16. Designate stock transfer agents, registrars, and paying agents with respect to corporate securities and other special purpose agents.

17. Procure special professional services required by and for the Board.

18. Provide for issuance of an annual report to stockholders and such other reports and notices as the Board deems advisable.

19. Employ, upon recommendation of the Audit Committee, independent public accountants to audit the corporation’s financial statements.

20. Review and approve new employee benefit plans and major revisions of employee stock incentive plans.

21. Review and approve the actions of the Executive Committee as reported in the minutes of its meetings.

22. Approve the annual operating budget.

23. Review and approve the annual capital budget.

24. Direct the manner of handling matters outside the ordinary course of business of the corporation.

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Section 3.2. Number, Election and Term. The number of Directors which shall constitute the Whole Board shall be fixed from time to time by a majority of the Whole Board, subject to the provisions of the certificate of incorporation. Directors shall be divided into three classes of as nearly equal size as possible (i.e. a variation of not more than one between the number in each class) with respect to the time for which they severally shall hold office.

The term of office of each class shall be three years, with the term of one class expiring in each year, and the successors to the class of Directors whose terms shall expire shall be elected at each annual election or adjournment thereof. Each Director shall hold office until such Director’s successor shall be elected and shall qualify or until such Director’s earlier resignation or removal. Directors need not be residents of Delaware or stockholders.

“Whole Board” shall mean the total number of authorized directorships, whether or not there exist any vacancies or unfilled previously authorized directorships.

Section 3.3. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer, the Chairman of the Board, a Vice Chairman, the President, or any two Directors.

Section 3.4. Notice. Notice of any special meeting of the Board of Directors stating the place, date and time of the special meeting shall be given in writing to each Director, either personally, by mail or overnight courier, or by facsimile, telegram or cable or other means of electronic transmission, addressed to the Director’s residence or usual place of business, not less than two days before the date of such meeting, or by such other means, whether or not in writing, and within such lesser period, as circumstances require in the reasonable judgment of the person calling the meeting. If mailed or sent by overnight courier, such notice shall be deemed to be given at the time when it is deposited in the United States mail with first class postage prepaid or deposited with the overnight courier. Notice by telegram or cable shall be deemed given when the notice is delivered to the telegraph or cable company; notice by facsimile or other electronic transmission shall be deemed given when the notice is transmitted (except notice by email shall be deemed given only upon receipt). Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice at such meeting, except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless otherwise provided by statute, the certificate of incorporation or these By-Laws.

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Section 3.5. Quorum. A majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the Whole Board is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 3.6. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.7. Use of Communications Equipment. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 3.8. Vacancies and Additional Directors. Any Director may resign at any time upon written notice to the corporation. If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification or removal from office of any Director, or otherwise, or if any new directorship is created by any increase in the authorized number of Directors, a majority of the Directors then in office, though less than a quorum may choose a successor or fill the newly created directorship; and a Director so chosen shall hold office until the next annual election at which Directors of the class to which such Director was chosen are elected and until such Director’s successor shall be duly elected and shall qualify or until such Director’s earlier resignation or removal.

Section 3.9. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors or a committee thereof and may be paid a fixed sum for attendance at each such meeting and an annual retainer or salary for services as a director or committee member. Directors who are full-time employees of the corporation shall not receive any compensation for their services as such. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.10. Executive Committee. The Board of Directors, by resolution adopted by a majority of the Whole Board, may designate not fewer than three nor more than seven Directors to constitute an Executive Committee. The Chief Executive Officer shall serve as the Chairman of the Executive Committee. The Executive Committee shall have and exercise all of the authority of the Board of Directors in the management of the corporation, except that such Committee shall not have the power to take specific actions which have been delegated to other committees of the Board and shall not be empowered to take action with respect to: declaring dividends; issuing bonds, debentures, or the borrowing of moneys except within limits expressly approved by the Board of Directors; amending by-laws; filling vacancies and newly created directorships in the Board of Directors; removing

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Directors of the corporation; mergers or consolidations; the sale, lease or exchange of all or substantially all of the assets of the corporation; dissolution; or any other action requiring the approval of stockholders. The designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed upon the Board or such member by law.

Section 3.11. Other Committees. The Board of Directors may designate two or more Directors to constitute committees (in addition to the Executive Committee provided for in Section 3.10 of these By-laws), including a Finance Committee, Human Resources Committee, Audit Committee and Corporate Responsibility and Governance Committee, which committees, to the extent permitted by law, shall have and exercise such authority as may be provided for in the resolutions creating such committee, as such resolutions may be amended from time to time.

Section 3.12. Nomination of Directors. Except as otherwise fixed pursuant to the certificate of incorporation relating to the rights of the holders of any one or more classes or series of Preferred Stock issued by the corporation, acting separately by class or series, to elect, under specified circumstances, Directors at a meeting of stockholders, nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors pursuant to Section 3.11 or by any stockholder entitled to vote in the election of Directors generally. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Directors at a meeting at which Directors are to be elected only if written notice of such stockholder’s intent to make such nomination or nominations has been delivered personally to, or been mailed to and received by, the Secretary of the corporation at the principal executive offices of the corporation in the City of Chicago, State of Illinois, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that, in the event that less than 75 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Each such notice shall set forth: (i) the name and record address of the stockholder who intends to make the nomination; (ii) the name, age, principal occupation or employment, business address and residence address of the person or persons to be nominated; (iii) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such stockholder and by the person or persons to be nominated as of the record date for the meeting (if such date shall then have been made publicly available) and of the date of such notice; (iv) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (v) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder; (vi) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed with the Securities and Exchange

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Commission pursuant to Section 14 of the Securities Exchange Act of 1934; and (vii) the consent of each nominee to serve as a Director of the corporation if so elected. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a Director of the corporation. The officer of the corporation presiding at the annual meeting of stockholders shall, if the facts so warrant, determine that a nomination was not made in accordance with the provisions of this Section, and if such officer should so determine, such officer should so declare to the meeting and the defective nomination shall be disregarded. No person shall be eligible for election as a Director of the corporation unless nominated in accordance with the procedures set forth herein.

ARTICLE IV

Officers of the Corporation

Section 4.1. Officers and Number. The officers of the corporation shall be appointed or elected (a) in the manner set forth in this Article IV and in Article V hereof and (b) to the extent not so set forth, by the Board of Directors. The officers of the corporation shall be a Chairman of the Board, who shall be a non-executive Chairman, a Chief Executive Officer, a President, one or more Executive Vice Presidents, a Secretary, a Treasurer, a Controller and such other officers as the Board of Directors may from time to time determine. Any two or more offices may be held by the same person except the offices of President and Secretary. The Board of Directors may distinguish among officers bearing the same title by the addition of other designations, such as “Chief Financial Officer” or the like.

Section 4.2. Election and Term of Office. Each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding such officer’s election, and until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 4.3. Removal. (a) Notwithstanding anything to the contrary contained in these By-Laws, until February 27, 2007, the removal of or any failure to re-elect the Chairman of the Board or the Chief Executive Officer, or any action that would permit the Chief Executive Officer to terminate his employment agreement with the corporation for “Good Reason” as defined therein (other than any such termination pursuant to clauses (i), (v) and (vi) of Section 15(g) thereof), shall require the affirmative vote of at least 66 2/3% of the Whole Board (a “Two Thirds Vote”).

(b) Subject to Section 4.3(a) hereof, any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

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Section 4.4. Vacancies. Except as provided in Article V hereof, a vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors at any meeting of the Board of Directors.

Section 4.5. Salaries. No officer shall be prevented from receiving a salary for such officer’s services as an officer by reason of the fact that such officer is also a Director of the corporation.

Section 4.6. Chief Executive Officer. The Chief Executive Officer shall have overall supervision of, and responsibility for, the business, and shall direct the affairs and policies of the corporation. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at meetings of the stockholders and Board of Directors.

Section 4.7. Chairman of the Board. The Chairman of the Board shall be a non-executive officer of the corporation and shall preside at all meetings of the stockholders and Board of Directors.

Section 4.8. President. Subject to the supervision and direction of the Chief Executive Officer, the President shall have responsibility for such of the operations and other functions of the corporation as may be assigned to the President. The President shall perform such other duties and responsibilities as may be assigned to the President by the Chief Executive Officer.

Section 4.9. Vice Presidents. Any Vice President elected by the Board of Directors shall have such corporate powers, if any, as may be assigned to such Vice President from time to time by the Board of Directors, Chief Executive Officer, Chairman of the Board or the President.

Section 4.10. Senior Vice Presidents. Any Senior Vice President elected by the Board of Directors shall have such corporate powers, if any, as may be assigned to such Senior Vice President by the Board of Directors, Chief Executive Officer, Chairman of the Board or the President.

Section 4.11. Business Unit Presidents. Any Business Unit President elected by the Board of Directors shall have such corporate powers, if any, as may be assigned to such Business Unit President by the Board of Directors, Chief Executive Officer, Chairman of the Board or the President.

Section 4.12. Executive Vice Presidents. The Board of Directors may designate as an Executive Vice President the officer to whom one or more other senior officers of the corporation reports.

Section 4.13. Order of Succession. Such of the Directors of the corporation as may be designated by resolution of the Board of Directors, and in the order of such designation, shall in the absence of the Chairman of the Board perform the duties of the Chairman of the Board and shall have all of the powers and shall be subject to any restrictions imposed upon the Chairman.

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Such of the officers of the corporation as may be designated by resolution of the Board of Directors, and in the order of such designation, shall in the absence of the Chief Executive Officer, perform the duties of the Chief Executive Officer and when so acting shall have all the powers of and be subject to any restrictions imposed upon the Chief Executive Officer.

Such of the officers of the corporation as may be designated by resolution of the Board of Directors, and in the order of such designation, shall in the absence of the President perform the duties of the President and when so acting shall have all the powers of and be subject to any restrictions imposed upon the President.

Section 4.14. Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and Board of Directors of the corporation, shall have charge of the corporate records and the corporate seal, and shall have the power to attach the seal to all instruments which shall require sealing after the same shall have been signed as authorized by the Board of Directors.

Section 4.15. Treasurer. The Treasurer shall be responsible for the receipt, custody and disbursement of all funds of the corporation in the form of both cash and securities. The Treasurer may delegate the details of the office of Treasurer to someone else, but this shall nowise relieve the Treasurer of the responsibilities and liability of the office of Treasurer. The Treasurer shall have the power to attach the seal to all instruments which shall require sealing after the same shall have been signed as authorized by the Board of Directors.

Section 4.16. Controller. The Controller reports to the Chief Executive Officer directly or through such other management executives as the Chief Executive Officer may direct. The Controller, however, may directly submit any matter to the Board of Directors for its consideration. The Controller shall maintain adequate records of all assets, liabilities, and transactions of the corporation, and in conjunction with other officers and department heads, shall initiate and enforce measures and procedures whereby the business of the corporation shall be conducted with the maximum of safety, efficiency and economy. The Controller shall attend that part of the meetings of the Board of Directors which is concerned with the review of the financial and operating reports of the business, except when, in the discretion of the Board, the Controller shall be asked not to attend.

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ARTICLE V

Appointed Officers

The Chief Executive Officer may appoint any individual an officer having such title as the Chief Executive Officer shall deem appropriate, provided such officer is not a Senior Officer. Any such officer appointed by the Chief Executive Officer may be removed by the Chief Executive Officer whenever in the Chief Executive Officer’s judgment the best interests of the corporation would be served thereby. The term of office, compensation, powers and duties and other terms of employment of appointed officers shall be such as the Chief Executive Officer may from time to time deem proper, and the authority of such officers shall be limited to acts pertaining to the business of the unit, operation or function to which they are assigned.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 6.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 6.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors (or a resolution of a committee of Directors pursuant to authority conferred upon that committee). Such authority may be general or confined to specific instances.

Section 6.3. Checks, etc. All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as may be designated by the Board of Directors or by one or more officers of the corporation named by the Board of Directors for such purpose.

Section 6.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies and other depositaries as the Board of Directors may select or as any one or more officers of the corporation named by the Board of Directors for such purpose may select.

ARTICLE VII

Certificates of Stock and Their Transfer

Section 7.1. Certificates of Stock. Certificates of stock of the corporation shall be in such form as may be determined by the Board of Directors, shall be numbered

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and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the Chief Executive Officer, Chairman of the Board or President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. If any stock certificate is signed manually (a) by a transfer agent other than the corporation or its employee or (b) by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the corporation with the same effect as if such officer, transfer agent or registrar continued to be such at the date of issue. All certificates properly surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued to evidence transferred shares until the former certificate for at least a like number of shares shall have been surrendered and cancelled and the corporation reimbursed for any applicable taxes on the transfer, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms, and with such indemnification (if any) to the corporation, as the Board of Directors may prescribe specifically or in general terms or by delegation to a transfer agent for the corporation. Certificates shall not be issued representing fractional shares of stock.

Section 7.2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 7.3. Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of shares shall be made only on the books of the corporation by the registered holder thereof or by such holder’s attorney thereunto authorized by power of attorney and filed with the Secretary or transfer agent of the corporation.

Section 7.4. Registered Stockholders. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE VIII

Dividends

Section 8.1. Declaration. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 8.2. Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or such other purposes as the Directors shall think conducive to the interest of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE IX

Miscellaneous

Section 9.1. Fiscal Year. Unless otherwise fixed by the resolution of the Board of Directors, the fiscal year of the corporation shall be the calendar year.

Section 9.2. Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 9.3. Books. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the principal executive offices of the corporation in the City of Chicago, State of Illinois, or at such other place or places as may be designated from time to time by the Board of Directors.

ARTICLE X

Amendment

These By-laws may be altered, amended or repealed at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such special meeting, provided that no amendment of these By-laws shall conflict with the provisions of the Certificate of Incorporation, whether relating to the number of

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Directors which shall constitute the Whole Board or the number of Directors of any class or otherwise. Notwithstanding the foregoing and subject to the provisions of the Certificate of Incorporation, until February 27, 2007, Article IV, Article V and this Article X of these By-laws shall not be altered, amended or repealed and no provision inconsistent therewith or herewith shall be adopted by the Board of Directors or recommended or submitted by the Board of Directors for adoption by the stockholders without a Two Thirds Vote.

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EX-99.1

Exhibit 99.1

RR DONNELLEY REPORTS FOURTH QUARTER AND FULL-YEAR 2005 RESULTS AND ISSUES 2006 GUIDANCE

Highlights:

• Fourth-Quarter GAAP net loss from continuing operations of $236.0 million or $1.09 per share and full-year GAAP net earnings from continuing operations of $95.6 million or $0.44 per diluted share; includes fourth-quarter non-cash charge for the recognition of impairment of goodwill and other intangibles of the company’s North American forms and labels business of $362.3 million ($359.3 million net of tax)

• Fourth-Quarter Non-GAAP net earnings from continuing operations of $134.3 million or $0.62 per diluted share

• Full-Year Non-GAAP net earnings from continuing operations of $496.4 million or $2.29 per diluted share

• Full-Year GAAP operating margin of 5.3%, a decrease from 6.4% in 2004

• Full-Year Non-GAAP operating margin of 10.4%, an increase from 9.0% in 2004

• Full-Year cash from continuing operations of $971.7 million, an increase from $759.4 million in 2004

• New share repurchase program of 10 million shares

• Full-year, 2006 Non-GAAP net earnings per diluted share from continuing operations guidance of $2.45 to $2.50

CHICAGO, February 22, 2006 – R.R. Donnelley & Sons Company (NYSE: RRD) today reported a fourth-quarter 2005 net loss from continuing operations of $236.0 million or $1.09 per share on net sales of $2.4 billion compared to net earnings from continuing operations of $148.8 million or $0.66 per diluted share on net sales of $2.1 billion in the fourth quarter of 2004. The fourth-quarter 2005 net earnings from continuing operations included charges for impairment ($364.3 million), restructuring ($13.4 million) and integration ($1.9 million) totaling $379.6 million, primarily related to a non-cash charge for the recognition of impairment of goodwill and other intangibles of the company’s North American forms and labels business. The non-cash impairment charge followed our annual impairment test of indefinite-lived assets, in accordance with FASB Statement No. 142, Accounting for Goodwill and Other Intangible Assets. The impairment test is performed on a reporting unit basis within each segment and, while it may result in non-cash charges or write-downs, an impairment evaluation does not result in recognition of increases in value, if any, in other segments, or in the business as a whole. Net earnings from continuing operations in the fourth quarter of 2004 included charges for restructuring ($10.1 million), impairment ($5.6 million) and integration ($5.6 million) totaling $21.3 million, primarily related to the integration of the 2004 acquisition of Moore Wallace, and a non-cash write-down of the company’s investment in affordable housing of $14.4 million. During the fourth quarter of 2004, the company completed the sale of its Package Logistics business as well as announced its intention to sell its Peak Technologies business. Accordingly, Peak Technologies, the sale of which closed during the fourth quarter of 2005, and Package Logistics are reported as discontinued operations in all periods presented. The company recorded net income from discontinued operations of $73.5 million in the fourth quarter of 2005, primarily attributable to certain tax benefits recognized as part of the sale of Peak Technologies, and a net loss from discontinued operations of $12.0 million in the fourth quarter of 2004. Including discontinued operations, net loss was $162.5 million or $0.75 per share in the fourth quarter of 2005 compared to net earnings of $136.8 million or $0.61 per diluted share in the fourth quarter of 2004.

RR DONNELLEY REPORTS FOURTH QUARTER AND FULL-YEAR 2005 RESULTS AND ISSUES 2006 GUIDANCE

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The company believes that certain non-GAAP measures, when presented in conjunction with comparable GAAP (Generally Accepted Accounting Principles) measures, are useful because that information is an appropriate measure for evaluating the company’s operating performance. Internally, the company uses this non-GAAP information as an indicator of business performance, and evaluates management’s effectiveness with specific reference to these indicators. These measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

Non-GAAP net earnings from continuing operations totaled $134.3 million or $0.62 per diluted share in the fourth quarter of 2005 compared to $132.3 million or $0.59 per diluted share in the fourth quarter of 2004. Non-GAAP net earnings from continuing operations excluded restructuring, impairment and integration charges in the fourth quarters of both 2005 and 2004 and a non-cash write-down of the company’s investment in affordable housing in the fourth quarter of 2004. For non-GAAP comparison purposes, the effective tax rate was 30.3% in the fourth quarter of 2005 and 38.3% in the fourth quarter of 2004. The lower tax rate used in the fourth quarter of 2005 primarily reflects the benefit from a larger proportion of taxable income being generated in lower tax jurisdictions and the reversal of non-US tax valuation allowances.

A reconciliation of GAAP net earnings to non-GAAP net earnings for these adjustments is presented in the attached tables.

“Our fourth-quarter performance exceeded our expectations, led by continued strong revenue growth in our Publishing and Retail Services and Integrated Print segments,” said Mark A. Angelson, RR Donnelley’s Chief Executive Officer. “I am especially pleased with our exceptionally strong cash from continuing operations of nearly a billion dollars for the year as well as the significant customer wins and renewals we have achieved, and the significant opportunities that we have afforded our employees. We continue to win in the marketplace and in the workplace.”

Angelson added, “We are pleased to announce an increase in our share repurchase program of up to 10 million shares, demonstrating the confidence we have in our ability to generate strong cash flow that will provide us with the added flexibility to execute on all aspects of our growth and capital deployment strategy, while very comfortably paying our dividend and servicing our debt.”

Business Review (Continuing Operations)

Following are the results for the company and each reportable segment.

Summary

Net sales in the quarter were $2.4 billion, up 13.1% from the fourth quarter of 2004. The increase was primarily due to acquisitions, primarily the Astron Group, Asia Printers Group and Poligrafia, new customer wins and increased volume with existing customers in the Publishing and Retail Services and Integrated Print Communications segments. The gross margin rate decreased to 26.2% in the fourth quarter of 2005 from 27.4% in the fourth quarter of 2004, reflecting increased performance-based plant level bonuses and higher year-over-year paper prices, offset in part by benefits from cost reduction actions and procurement savings. Selling, general and administrative expense as a percentage of net sales increased to 12.3% in the fourth quarter of 2005 from 11.4% in the fourth quarter of 2004, reflecting increased costs for incentive compensation that more than offset the benefits of our cost reduction efforts. Operating margin, which was negatively impacted by restructuring, impairment and integration charges of $379.6 million in the fourth quarter of 2005 and $21.3 million in the fourth quarter of 2004, decreased to a loss in the fourth quarter of 2005 from 10.4% in the fourth quarter a year earlier.

RR DONNELLEY REPORTS FOURTH QUARTER AND FULL-YEAR 2005 RESULTS AND ISSUES 2006 GUIDANCE

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Excluding restructuring, impairment and integration charges of $379.6 million and $21.3 million in the fourth quarters of 2005 and 2004, respectively, the non-GAAP operating margin for the fourth quarter of 2005 was 9.3% compared to 11.4% for the fourth quarter of 2004. The fourth quarter of 2005 included higher expenses for performance-based plant level bonuses, incentive compensation, paper and non-cash depreciation and purchase accounting-related amortization associated with acquisitions. Reconciliations of GAAP operating income and margin to non-GAAP operating income and margin are presented in the attached tables.

Segments

The company reports its results in four reportable segments: 1) Publishing and Retail Services, 2) Integrated Print Communications, 3) Forms and Labels and 4) Corporate.

The Publishing and Retail Services segment includes our magazine, catalog, and retail, directories and book businesses within North America, Europe and Asia, logistics and premedia businesses. Net sales for the Publishing and Retail Services segment increased 10.9% to $1.2 billion from the fourth quarter of 2004 primarily due to the acquisition of the Asia Printers Group and Poligrafia and sales increases within the Asian and domestic magazine, catalog, and retail businesses. The segment’s operating margin, which was negatively impacted by restructuring, impairment and integration charges of $6.0 million and $1.8 million in the fourth quarters of 2005 and 2004, respectively, was 12.7% in the fourth quarter of 2005 compared to 15.1% in the fourth quarter of 2004. Excluding restructuring, impairment and integration charges, the segment’s non-GAAP operating margin for the fourth quarter of 2005 was 13.2% compared to 15.3% in the fourth quarter of 2004 as our productivity efforts were more than offset by increased costs of performance-based plant level bonuses, incentive compensation, energy, and paper. While higher paper prices depress operating margin percentages, they have no material impact on operating income, as price increases largely are passed directly through to customers.

The Integrated Print Communications segment includes our direct mail, global capital markets, dynamic communication solutions, short-run commercial print, and the Astron Group businesses. Net sales for the Integrated Print Communications segment increased 27.4% to $703.5 million from the fourth quarter of 2004, primarily due to the acquisition of the Astron Group as well as sales growth in our direct mail, short-run commercial and dynamic communication solutions businesses. The segment’s operating margin, which was negatively impacted by restructuring, impairment and integration charges of $0.9 million and $6.9 million in the fourth quarters of 2005 and 2004, respectively, decreased to 9.0% in the fourth quarter of 2005 from 11.2% in the fourth quarter of 2004. Excluding restructuring, impairment and integration charges, the segment’s non-GAAP operating margin decreased to 9.1% in the fourth quarter of 2005 from 12.4% in the fourth quarter of 2004. This decrease was due, in part, to incremental non-cash depreciation and purchase accounting-related amortization expenses associated with the acquisition of the Astron Group, business mix and increased costs of performance-based plant level bonuses.

The Forms and Labels segment includes our forms, labels, office products and Latin American businesses. Certain businesses within the Forms and Labels market continue to be in secular decline. Net sales for the segment increased 0.6% to $442.8 million in the fourth quarter of 2005 from the fourth quarter of 2004. The segment’s operating margin, which was negatively impacted by restructuring, impairment and integration charges of $362.4 million and $10.1

RR DONNELLEY REPORTS FOURTH QUARTER AND FULL-YEAR 2005 RESULTS AND ISSUES 2006 GUIDANCE

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million in the fourth quarters of 2005 and 2004, respectively, decreased to a loss in the fourth quarter of 2005 from 5.1% in the fourth quarter of 2004, primarily related to a non-cash goodwill and other intangibles impairment charge of $362.3 million. Excluding restructuring, impairment and integration charges, non-GAAP operating margin decreased to 6.1% in the fourth quarter of 2005 from 7.4% in the fourth quarter of 2004, primarily due to continued pricing pressure.

Corporate operating expenses increased to $44.3 million in the fourth quarter of 2005 from $32.9 million in the fourth quarter of 2004. Excluding restructuring, impairment and integration charges of $10.3 million and $2.5 million in the fourth quarters of 2005 and 2004, respectively, corporate operating expenses increased $3.6 million to $34.0 million from the fourth quarter of the prior year primarily related to increased incentive compensation.

Full-Year Results

The company reported net earnings from continuing operations of $95.6 million or $0.44 per diluted share on net sales of $8.4 billion for the full year of 2005 compared to net earnings from continuing operations of $264.9 million or $1.30 per diluted share on net sales of $7.2 billion for the full year of 2004. The full-year 2005 net earnings from continuing operations included charges for impairment ($370.1 million), restructuring ($49.7 million), and integration ($8.3 million) totaling $428.1 million, primarily related to a non-cash charge for the recognition of impairment of goodwill and other intangibles of the company’s North American forms and labels business and our productivity efforts. Full-year 2004 net earnings from continuing operations included charges for restructuring ($85.1 million), impairment ($22.3 million) and integration ($80.8 million) totaling $188.2 million, primarily related to the integration of the 2004 acquisition of Moore Wallace, and a non-cash write-down of the company’s investment in affordable housing of $14.4 million. Operating margin, which was negatively impacted by restructuring, impairment and integration charges, decreased to 5.3% for the full year of 2005 from 6.4% for the full year of 2004. Excluding restructuring, integration and impairment charges, non-GAAP operating margin increased to 10.4% for the full year of 2005 from 9.0% for the full year of 2004, primarily as a result of increased volume and the benefit of cost reduction efforts. The effective tax rate was 71.5% in 2005 primarily due to the non-deductibility of the non-cash impairment charge. Results from continuing operations for the full year of 2004 include a non-cash write-down of the company’s investment in affordable housing that was nearly offset by the net gain on the disposition of investments, and a net tax benefit totaling $37.6 million. Net earnings, which include discontinued operations and, a $6.6 million net charge for the cumulative effect of a change in an accounting principle (adoption of FIN 46R further discussed on attached reconciling schedules) in 2004, were $137.1 million or $0.63 per diluted share for the full year of 2005 compared to $178.3 million or $0.88 per diluted share for the full year of 2004.

Non-GAAP net earnings from continuing operations totaled $496.4 million or $2.29 per diluted share in the full year of 2005 compared to $337.0 million or $1.65 per diluted share in the full year of 2004. Full-year non-GAAP net earnings from continuing operations excluded restructuring, impairment and integration charges in both 2005 and 2004. Also excluded are a non-cash write-down of the company’s investment in affordable housing, net gains on the disposition of investments and the cumulative effect of a change in an accounting principle in 2004. For non-GAAP comparison purposes, the effective tax rate was 34.8% in 2005 and 38.3% in 2004, reflecting a larger proportion of taxable income being generated in lower tax jurisdictions and the reversal of non-US tax valuation allowances.

A reconciliation of GAAP net earnings to non-GAAP net earnings for these adjustments is presented in the attached tables.

RR DONNELLEY REPORTS FOURTH QUARTER AND FULL-YEAR 2005 RESULTS AND ISSUES 2006 GUIDANCE

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Outlook - 2006 Full-Year Non-GAAP EPS from Continuing Operations

For the full year of 2006, RR Donnelley is projecting non-GAAP net earnings per diluted share from continuing operations to be in the range of $2.45 to $2.50. This guidance assumes no shares repurchased under the authorization available to the company, but includes the impact from the adoption of SFAS 123 (R) – Share-Based Payment. The non-GAAP effective tax rate for 2006 is expected to be 35.6%.

Non-GAAP net earnings per diluted share from continuing operations exclude certain items that management believes are unrelated to the ongoing operations of the business. In 2006, these items may include restructuring, impairment and integration charges, the resolution of certain tax items and other items that are not currently determinable, but may be significant. For that reason, the company is unable to provide GAAP net earnings estimates at this time.

Conference Call

RR Donnelley will host a conference call to discuss its fourth quarter results on Wednesday, February 22, 2006, at 5:00 pm Eastern Time (4:00 pm Central Time). The company will provide a live webcast of the earnings conference call, which can be accessed via the Internet at http://www.rrdonnelley.com (“Investors”). Individuals wishing to participate can join the conference call by dialing (706) 634-1139. A webcast replay will be archived on the Company’s web site for 30 days after the call. In addition, a telephonic replay of the call will be available for seven days at (706) 645-9291, passcode 4454484.

About RR Donnelley

RR Donnelley (NYSE: RRD) is the world’s premier full-service provider of print and related services, including document-based business process outsourcing. Founded more than 140 years ago, the company provides solutions in commercial printing, direct mail, financial printing, print fulfillment, forms and labels, logistics, call centers, transactional print-and-mail, print management, online services, digital photography, color services, and content and database management to customers in the publishing, healthcare, advertising, retail, technology, financial services and many other industries. 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 http://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. The company does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

The factors that could cause material differences in the expected results of RR Donnelley include, without limitation, the following: the successful execution and integration of acquisitions and the performance of the Company’s businesses following acquisitions; the ability to implement comprehensive plans for the execution of cross-selling, cost containment, asset rationalization and other key strategies; competitive pressures in all markets in which the

RR DONNELLEY REPORTS FOURTH QUARTER AND FULL-YEAR 2005 RESULTS AND ISSUES 2006 GUIDANCE

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company operates; factors that affect customer demand, including changes in postal rates and postal regulations, changes in the capital markets, changes in advertising markets, the rate of migration from paper-based forms to digital format, customers’ budgetary constraints and customers’ changes in short-range and long-range plans; 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 REPORTS FOURTH QUARTER AND FULL-YEAR 2005 RESULTS AND ISSUES 2006 GUIDANCE

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R. R. Donnelley and Sons Company

Consolidated Balance Sheets

As of December 31, 2005 and December 31, 2004

(In millions, except per share data)

	At December 31, 2005 (UNAUDITED)			At December 31, 2004 (AUDITED)
Assets
Current Assets
Cash and cash equivalents	$	366.7		$	641.8
Receivables, less allowance for doubtful accounts		1,529.1			1,252.8
Inventories		481.4			422.0
Prepaid expenses and other current assets		67.5			44.1
Deferred income taxes		177.0			239.9
Total Current Assets		2,621.7			2,600.6
Property, plant and equipment - net		2,138.6			1,924.5
Prepaid pension cost		515.3			498.3
Goodwill		2,755.0			2,472.7
Other intangible assets - net		1,094.3			666.1
Other assets		253.1			288.7
Assets of discontinued operations		—			102.8
Total Assets	$	9,378.0		$	8,553.7
Liabilities
Current Liabilities
Accounts payable		718.1			517.8
Accrued liabilities		845.3			765.0
Short-term debt		269.1			204.5
Total Current Liabilities		1,832.5			1,487.3
Long-term debt		2,365.4			1,581.2
Postretirement benefits		330.6			336.9
Deferred income taxes		596.8			576.3
Other liabilities		527.1			534.5
Liabilities from discontinued operations		1.4			50.9
Total Liabilities	$	5,653.8		$	4,567.1
Shareholders’ Equity
Preferred stock, $1.00 par value
Authorized shares: 2.0; Issued: None		—			—
Common stock, $1.25 par value
Authorized shares: 500.0
Issued shares: 243.0 in 2005 (2004 - 243.0)		303.7			303.7
Additional paid in capital		2,888.2			2,856.7
Retained earnings		1,439.4			1,536.9
Accumulated other comprehensive loss		(90.2	)		(72.2	)
Unearned compensation		(44.9	)		(30.3	)
Treasury stock, at cost, 25.5 shares in 2005 (2004 - 20.6 shares)		(772.0	)		(608.2	)
Total Shareholders’ Equity	$	3,724.2		$	3,986.6
Total Liabilities and Shareholders’ Equity	$	9,378.0		$	8,553.7

RR DONNELLEY REPORTS FOURTH QUARTER AND FULL-YEAR 2005 RESULTS AND ISSUES 2006 GUIDANCE

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R. R. Donnelley & Sons Company

Consolidated Statements of Operations

Three and Twelve Months Ended December 31, 2005 and 2004

(In millions, except per share data)

(UNAUDITED)

	Three months ending December 31,																		Twelve months ending December 31,
	2005 GAAP			ADJUSTMENTS TO NON-GAAP			2005 NON-GAAP			2004 GAAP			ADJUSTMENTS TO NON-GAAP			2004 NON-GAAP			2005 GAAP			ADJUSTMENTS TO NON-GAAP			2005 NON-GAAP			2004 GAAP			ADJUSTMENTS TO NON-GAAP			2004 NON-GAAP
Net sales	$	2,387.9			—		$	2,387.9		$	2,111.8			—		$	2,111.8		$	8,430.2			—		$	8,430.2		$	7,156.4			—		$	7,156.4
Cost of sales (exclusive of depreciation and amortization shown below)		1,761.2			—			1,761.2			1,534.1			(3.1	)		1,531.0			6,090.3			(0.1	)		6,090.2			5,269.6			(72.2	)		5,197.4
Selling, general and administrative expense (exclusive of depreciation and amortization shown below)		293.8			(1.9	)		291.9			240.5			(2.5	)		238.0			1,044.7			(8.2	)		1,036.5			934.7			(8.6	)		926.1
Restructuring and impairments - net		377.7			(377.7	)		—			15.7			(15.7	)		—			419.8			(419.8	)		—			107.4			(107.4	)		—
Depreciation and amortization		113.6			—			113.6			101.5			—			101.5			425.0			—			425.0			385.5			—			385.5
Total operating expenses		2,546.3			(379.6	)		2,166.7			1,891.8			(21.3	)		1,870.5			7,979.8			(428.1	)		7,551.7			6,697.2			(188.2	)		6,509.0
Income (loss) from continuing operations		(158.4	)		379.6			221.2			220.0			21.3			241.3			450.4			428.1			878.5			459.2			188.2			647.4
Interest expense - net		33.9			—			33.9			22.7			—			22.7			110.7			—			110.7			85.9			—			85.9
Investment and other income (expense)		4.1			—			4.1			(22.1	)		14.4			(7.7	)		(7.9	)		—			(7.9	)		(16.5	)		0.1			(16.4	)
Earnings (loss) from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle		(188.2	)		379.6			191.4			175.2			35.7			210.9			331.8			428.1			759.9			356.8			188.3			545.1
Income taxes		48.6			9.3			57.9			28.6			52.2			80.8			237.4			27.3			264.7			92.6			116.2			208.8
Minority interest		(0.8	)		—			(0.8	)		(2.2	)		—			(2.2	)		(1.2	)		—			(1.2	)		(0.7	)		—			(0.7	)
Net earnings (loss) from continuing operations before cumulative effect of change in accounting principle		(236.0	)		370.3			134.3			148.8			(16.5	)		132.3			95.6			400.8			496.4			264.9			72.1			337.0
Income (loss) from discontinued operations - net of tax		73.5			(73.5	)		—			(12.0	)		12.0			—			41.5			(41.5	)		—			(80.0	)		80.0			—
Net earnings (loss) before cumulative effect of change in accounting principle		(162.5	)		296.8			134.3			136.8			(4.5	)		132.3			137.1			359.3			496.4			184.9			152.1			337.0
Cumulative effect of change in accounting principle - net of tax		—			—			—			—			—			—			—			—			—			(6.6	)		6.6			—
Net earnings (loss)	$	(162.5	)	$	296.8		$	134.3		$	136.8		$	(4.5	)	$	132.3		$	137.1		$	359.3		$	496.4		$	178.3		$	158.7		$	337.0
Earnings per share:
Basic
Net earnings (loss) from continuing operations before cumulative effect of change in accounting principle	$	(1.09	)				$	0.62		$	0.67					$	0.60		$	0.45					$	2.31		$	1.31					$	1.67
Income (loss) from discontinued operations, net of tax		0.34						—			(0.05	)					—			0.19						—			(0.40	)					—
Cumulative effect of change in accounting principle - net of tax		—						—			—						—			—						—			(0.03	)					—
Net earnings (loss)	$	(0.75	)				$	0.62		$	0.62					$	0.60		$	0.64					$	2.31		$	0.88					$	1.67
Diluted
Net earnings (loss) from continuing operations before cumulative effect of change in accounting principle	$	(1.09	)				$	0.62		$	0.66					$	0.59		$	0.44					$	2.29		$	1.30					$	1.65
Income (loss) from discontinued operations, net of tax		0.34						—			(0.05	)					—			0.19						—			(0.39	)					—
Cumulative effect of change in accounting principle - net of tax		—						—			—						—			—						—			(0.03	)					—
Net earnings (loss)	$	(0.75	)				$	0.62		$	0.61					$	0.59		$	0.63					$	2.29		$	0.88					$	1.65
Weighted average common shares outstanding:
Basic		215.9						215.9			220.6						220.6			215.0						215.0			202.3						202.3
Diluted		215.9						217.5			222.6						222.6			216.7						216.7			204.2						204.2

The company believes that certain non-GAAP measures, when presented in conjunction with comparable GAAP measures, are useful because that information is an appropriate measure for evaluating the company’s operating performance. Internally, the company uses this non-GAAP information as an indicator of business performance, and evaluates management’s effectiveness with specific reference to this indicator. These measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

RR DONNELLEY REPORTS FOURTH QUARTER AND 2005 RESULTS AND ISSUES 2006 GUIDANCE

Page 9 of 15

R.R. Donnelley & Sons Company

Reconciliation of GAAP to Non-GAAP Measures

IN MILLIONS, EXCEPT PER SHARE AMOUNTS

(UNAUDITED)

	Three months ended December 31, 2005											Three months ended December 31, 2004
	Income (loss) from continuing operations			Operating margin		Net earnings (loss)			Net earnings (loss) per diluted share			Income from continuing operations		Operating margin		Net earnings (loss)			Net earnings (loss) per diluted share
GAAP basis measures	$	(158.4	)	-6.6	%	$	(162.5	)	$	(0.75	)	$	220.0	10.4	%	$	136.8		$	0.61
Non-GAAP adjustments:
Restructuring and impairment charges, net (1)		377.7		15.8	%		368.7			1.70			15.7	0.7	%		9.3			0.04
Integration charges (2)		1.9		0.1	%		1.2			0.01			5.6	0.3	%		3.3			0.02
Non-cash write-down of affordable housing investments (3)																	8.5			0.04
Income tax adjustments (4)							0.4			0.00							(37.7	)		(0.17	)
Net (income) loss from discontinued operations (5)							(73.5	)		(0.34	)						12.0			0.05
Total non-GAAP adjustments		379.6		15.9	%		296.8			1.37			21.3	1.0	%		(4.5	)		(0.02	)
Non-GAAP measures	$	221.2		9.3	%	$	134.3		$	0.62		$	241.3	11.4	%	$	132.3		$	0.59

(1) Restructuring and impairment: Operating results for 2005 and 2004 were affected by the following restructuring and impairment charges:

• 2005 included $362.3 million of non-cash charges for impairment of goodwill and other intangible assets in the Forms and Labels segment; $2.8 million for employee termination costs primarily associated with restructuring actions to improve the efficiency of operations; $10.6 million of other restructuring costs, primarily lease termination costs; and $2.0 for impairment of other long-lived assets.

• 2004 included $8.9 million for employee termination costs, primarily associated with the Moore Wallace acquisition; $1.2 million in other restructuring costs; and $5.6 million of impairment charges.

(2) Integration charges: Operating income included post-acquisition integration charges of $1.9 million in 2005 and $5.6 million in 2004 related to the Moore Wallace acquisition.

(3) Non-cash write-down of affordable housing investments: Investment and other income included $14.4 million in 2004 for the non-cash write-down of the Company’s investment in affordable housing.

(4) Income tax adjustments: Income tax expense in 2005 and 2004 included certain items and adjustments to reflect the Company’s estimated fourth-quarter pro forma tax rate of 30.3% and 38.3%, respectively.

(5) Net (income) loss from discontinued operations: Included in the net (income) loss from discontinued operations in 2005 and 2004 are the results of Peak Technologies (sold on December 22, 2005), Momentum Logistics (shut down in the fourth quarter of 2004) and the package logistics business (sold in October 2004). In 2005, the net income from discontinued operations includes a gain on sale of Peak Technologies of $77.3 million, including the impact of related tax benefits of $79.0 million. Included in the net loss from discontinued operations in 2004 was an after-tax loss on the sale of package logistics of $6.0 million.

RR DONNELLEY REPORTS FOURTH QUARTER AND 2005 RESULTS AND ISSUES 2006 GUIDANCE

Page 10 of 15

R.R. Donnelley & Sons Company

Reconciliation of GAAP to Non-GAAP Measures

IN MILLIONS, EXCEPT PER SHARE AMOUNTS

(UNAUDITED)

	Twelve months ended December 31, 2005										Twelve months ended December 31, 2004
	Income from continuing operations		Operating margin		Net earnings			Net earnings per diluted share			Income from continuing operations		Operating margin		Net earnings			Net earnings per diluted share
GAAP basis measures	$	450.4	5.3	%	$	137.1		$	0.63		$	459.2	6.4	%	$	178.3		$	0.88
Non-GAAP adjustments:
Restructuring and impairment charges, net (1)		419.8	5.0	%		395.6			1.83			107.4	1.5	%		63.7			0.31
Integration charges (2)		8.3	0.1	%		5.2			0.02			80.8	1.1	%		47.9			0.23
Gain on sale of investments (3)																(13.9	)		(0.07	)
Non-cash write-down of affordable housing investments (4)																8.5			0.04
Income tax adjustments (5)																(34.1	)		(0.16	)
Net (income) loss from discontinued operations (6)						(41.5	)		(0.19	)						80.0			0.39
Cumulative effect of change in accounting principle (7)																6.6			0.03
Total non-GAAP adjustments		428.1	5.1	%		359.3			1.66			188.2	2.6	%		158.7			0.77
Non-GAAP measures	$	878.5	10.4	%	$	496.4		$	2.29		$	647.4	9.0	%	$	337.0		$	1.65

(1) Restructuring and impairment: Operating results for 2005 and 2004 were affected by the following restructuring and impairment charges:

• 2005 included $362.3 million of non-cash charges for impairment of goodwill and other intangible assets in the Forms and Labels segment; $15.9 million for employee termination costs primarily associated with restructuring actions related to the Moore Wallace acquisition and other actions to restructure operations; $33.8 million of other costs, including $15.7 million associated with the relocation of the Company’s corporate headquarters; and $7.8 for impairment of other long-lived assets.

• 2004 included $81.6 million for employee termination costs, primarily associated with the Moore Wallace acquisition; $3.4 million in other restructuring costs; and $22.4 million of impairment charges, including $13.4 million for the abandonment of certain enterprise software projects.

(2) Integration charges: Operating income included adjustments to cost of sales for the fair market value of acquired inventory and backlog ($66.9 million in 2004) and other post-acquisition integration charges ($8.3 million in 2005 and $13.9 million in 2004) related to the Moore Wallace acquisition.

(3) Gain on sale of investments: Investment and other income included a net gain on the disposition of investments in Latin America of $14.3 million ($13.9 million after-tax) in 2004.

(4) Non-cash write-down of affordable housing investments: Investment and other income included $14.4 million in 2004 for the non-cash write-down of the Company’s investment in affordable housing.

(5) Income tax adjustments: Income tax expense in 2004 included certain one-time items and adjustments that reduced the Company’s effective tax rate from its estimated pro forma tax rate for the year of 38.3%. These items include the benefit of $30.5 million in reversals of tax accruals for contingencies upon expiration of certain state statutory limitations and $7.1 million for the reversal of a non-U.S. valuation allowance.

(6) Net (income) loss from discontinued operations: Included in the net (income) loss from discontinued operations in 2005 and 2004 are the results of Peak Technologies (sold on December 22, 2005), Momentum Logistics (shut down in the fourth quarter of 2004) and the package logistics business (sold in October 2004). In 2005, the net income from discontinued operations includes income from Peak Technologies of $42.0 million, including the impact of related pre-tax impairment charges of $36.6 million and tax benefits of $93.5 million. Included in the net loss from discontinued operations in 2004 are pretax restructuring and impairment charges of $108.2 million related to Momentum Logistics and package logistics and an after-tax loss on the sale of package logistics of $6.0 million.

(7) Cumulative effect of change in accounting principle: Amount represents the cumulative effect of change in accounting principle for the adoption of Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities.” The cumulative effect reflects the difference between the previous carrying amount of the Company’s investments in certain affordable housing partnerships and the underlying carrying values of the partnerships’ assets and liabilities upon consolidation of these entities into the Company’s consolidated balance sheet.

RR DONNELLEY REPORTS FOURTH QUARTER AND 2005 RESULTS AND ISSUES 2006 GUIDANCE

Page 11 of 15

R. R. Donnelley & Sons Company

Segment GAAP to Non-GAAP Operating Income and Margin Reconciliation

For the three months ended December 31, 2005 and 2004

$ IN MILLIONS

(UNAUDITED)

	Publishing and Retail Services			Integrated Print Communications			Forms and Labels			Corporate			Consolidated
Three Months Ended December 31, 2005
Net sales	$	1,241.6		$	703.5		$	442.8		$	—		$	2,387.9
Operating expenses		1,083.5			640.1			778.4			44.3			2,546.3
Operating income (loss)		158.1			63.4			(335.6	)		(44.3	)		(158.4	)
Operating margin %		12.7	%		9.0	%		(75.8	)%		NM			(6.6	)%
Non-GAAP Adjustments
Restructuring charges		6.0			0.8			(0.1	)		6.7			13.4
Impairment charges		—			0.1			362.5			1.7			364.3
Integration charges		—			—			—			1.9			1.9
Total Non-GAAP Adjustments		6.0			0.9			362.4			10.3			379.6
Operating income (loss) before restructuring, impairment and integration charges	$	164.1		$	64.3		$	26.8		$	(34.0	)	$	221.2
Operating margin before restructuring, impairment and integration charges %		13.2	%		9.1	%		6.1	%		NM			9.3	%
Depreciation and amortization		58.7			32.4			14.0			8.5			113.6
Capital expenditures		92.5			33.7			9.1			11.5			146.8
Three Months Ended December 31, 2004
Net sales	$	1,119.7		$	552.1		$	440.0		$	—		$	2,111.8
Operating expenses		950.7			490.5			417.7			32.9			1,891.8
Operating income (loss)		169.0			61.6			22.3			(32.9	)		220.0
Operating Margin %		15.1	%		11.2	%		5.1	%		NM			10.4	%
Non-GAAP Adjustments
Restructuring charges		0.6			3.6			5.4			0.5			10.1
Impairment charges		0.8			1.2			3.6			—			5.6
Integration charges		0.4			2.1			1.1			2.0			5.6
Total Non-GAAP Adjustments		1.8			6.9			10.1			2.5			21.3
Operating income (loss) before restructuring, impairment and integration charges	$	170.8		$	68.5		$	32.4		$	(30.4	)	$	241.3
Operating margin before restructuring, impairment and integration charges %		15.3	%		12.4	%		7.4	%		NM			11.4	%
Depreciation and amortization		52.3			24.1			16.6			8.5			101.5
Capital expenditures		93.3			14.2			7.3			5.4			120.2

The company believes that certain non-GAAP measures, when presented in conjunction with comparable GAAP measures, are useful because that information is an appropriate measure for evaluating the company’s operating performance. Internally, the company uses this non-GAAP information as an indicator of business performance, and evaluates management’s effectiveness with specific reference to this indicator. These measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

RR DONNELLEY REPORTS FOURTH QUARTER AND 2005 RESULTS AND ISSUES 2006 GUIDANCE

Page 12 of 15

R. R. Donnelley & Sons Company

Segment GAAP to Non-GAAP Operating Income and Margin Reconciliation

For the twelve months ended December 31, 2005 and 2004

$ IN MILLIONS

(UNAUDITED)

	Publishing and Retail Services			Integrated Print Communications			Forms and Labels			Corporate			Consolidated
Twelve Months Ended December 31, 2005
Net sales	$	4,269.8		$	2,491.5		$	1,668.9		$	—		$	8,430.2
Operating expenses		3,656.4			2,211.7			1,908.2			203.5			7,979.8
Operating income (loss)		613.4			279.8			(239.3	)		(203.5	)		450.4
Operating margin %		14.4	%		11.2	%		(14.3	)%		NM			5.3	%
Non-GAAP Adjustments
Restructuring charges		14.2			8.6			3.7			23.2			49.7
Impairment charges		1.6			2.2			364.6			1.7			370.1
Integration charges		0.4			0.5			0.9			6.5			8.3
Total Non-GAAP Adjustments		16.2			11.3			369.2			31.4			428.1
Operating income (loss) before restructuring, impairment and integration charges	$	629.6		$	291.1		$	129.9		$	(172.1	)	$	878.5
Operating margin before restructuring, impairment and integration charges %		14.7	%		11.7	%		7.8	%		NM			10.4	%
Depreciation and amortization		214.6			118.6			60.6			31.2			425.0
Capital expenditures		342.7			76.7			20.4			31.2			471.0
Twelve Months Ended December 31, 2004
Net sales	$	3,821.7		$	1,880.7		$	1,454.0		$	—		$	7,156.4
Operating expenses		3,363.8			1,700.9			1,406.1			226.4			6,697.2
Operating income (loss)		457.9			179.8			47.9			(226.4	)		459.2
Operating margin %		12.0	%		9.6	%		3.3	%		NM			6.4	%
Non-GAAP Adjustments
Restructuring charges		30.2			14.5			20.7			19.7			85.1
Impairment charges		16.1			1.9			4.3			—			22.3
Integration charges		0.4			21.1			52.6			6.7			80.8
Total Non-GAAP Adjustments		46.7			37.5			77.6			26.4			188.2
Operating income (loss) before restructuring, impairment and integration charges	$	504.6		$	217.3		$	125.5		$	(200.0	)	$	647.4
Operating margin before restructuring, impairment and integration charges %		13.2	%		11.6	%		8.6	%		NM			9.0	%
Depreciation and amortization		210.9			86.3			54.7			33.6			385.5
Capital expenditures		188.5			44.5			14.4			17.8			265.2

The company believes that certain non-GAAP measures, when presented in conjunction with comparable GAAP measures, are useful because that information is an appropriate measure for evaluating the company’s operating performance. Internally, the company uses this non-GAAP information as an indicator of business performance, and evaluates management’s effectiveness with specific reference to this indicator. These measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

RR DONNELLEY REPORTS FOURTH QUARTER AND 2005 RESULTS AND ISSUES 2006 GUIDANCE

Page 13 of 15

R. R. Donnelley & Sons Company

Condensed Consolidated Statements of Cash Flows

For the twelve months ended December 31, 2005 and 2004

IN MILLIONS

(UNAUDITED)

	2005			2004
Operating Activities
Net earnings	$	137.1		$	178.3
Net (income) loss from discontinued operations		(41.5	)		80.0
Adjustment to reconcile net earnings (loss) to cash provided by operating activities		996.2			627.9
Changes in operating assets and liabilities		(120.1	)		(126.8	)
Net cash provided by operating activities of continuing operations		971.7			759.4
Net cash (used for) provided by operating activities of discontinued operations		(23.8	)		62.8
Net cash provided by operating activities		947.9			822.2
Net cash used for investing activities of continuing operations		(1,631.5	)		(119.5	)
Net cash provided by investing activities of discontinued operations		19.4			55.6
Net cash used for investing activities		(1,612.1	)		(63.9	)
Net cash provided by (used for) financing activities of continuing operations		387.7			(191.8	)
Net cash used for financing activities of discontinued operations		—			(2.8	)
Net cash provided by (used for) financing activities		387.7			(194.6	)
Effect of exchange rates on cash and cash equivalents		1.4			17.3
Net (decrease) increase in cash and cash equivalents		(275.1	)		581.0
Cash and cash equivalents at beginning of period		641.8			60.8
Cash and cash equivalents at end of period	$	366.7		$	641.8

RR DONNELLEY REPORTS FOURTH QUARTER AND 2005 RESULTS AND ISSUES 2006 GUIDANCE

Page 14 of 15

R.R. Donnelley & Sons Company

Revenue Reconciliation Reported to Pro Forma

For the three months ended December 31, 2005 and 2004

$ IN MILLIONS

(UNAUDITED)

	Reported net sales			Adjustment for net sales of acquired businesses		Pro forma net sales
Three Months Ended December 31, 2005
Publishing and Retail Services	$	1,241.6		$	8.5	$	1,250.1
Integrated Print Communications		703.5			—	$	703.5
Forms and Labels		442.8			—	$	442.8
Corporate		—				$	—
Consolidated	$	2,387.9		$	8.5	$	2,396.4
Three Months Ended December 31, 2004
Publishing and Retail Services	$	1,119.7		$	62.4	$	1,182.1
Integrated Print Communications		552.1			128.3	$	680.4
Forms and Labels		440.0				$	440.0
Corporate						$	—
Consolidated	$	2,111.8		$	190.7	$	2,302.5
Net sales change
Publishing and Retail Services		10.9	%				5.8	%
Integrated Print Communications		27.4	%				3.4	%
Forms and Labels		0.6	%				0.6	%
Corporate
Consolidated		13.1	%				4.1	%

The reported results of the company include the results of acquired businesses from the acquisition date forward. The company has provided this schedule to reconcile reported net sales for the three months ended December 31, 2005 and 2004 to pro forma net sales as if the acquisitions took place at the beginning of the respective periods.

For the quarter ended December 31, 2005 the adjustment for net sales of acquired businesses reflects the net sales of Spencer Press (acquired November 9, 2005) as if the acquisition had occurred on October 1, 2005.

For the quarter ended December 31, 2004 the adjustment for net sales of acquired businesses reflects the net sales of the Astron Group (acquired June 20, 2005), Asia Printers Group (acquired July 7, 2005), the Charlestown, Indiana print facility acquired from Adplex-Rhodes (acquired August 18, 2005), Poligrafia (acquired September 5, 2005) and Spencer Press (acquired November 9, 2005) for the three months ended December 31, 2004 as if the respective acquisitions had occurred on October 1, 2004.

RR DONNELLEY REPORTS FOURTH QUARTER AND 2005 RESULTS AND ISSUES 2006 GUIDANCE

Page 15 of 15

R.R. Donnelley & Sons Company

Revenue Reconciliation Reported to Pro Forma

For the twelve months ended December 31, 2005 and 2004

$ IN MILLIONS

(UNAUDITED)

	Reported net sales			Adjustment for net sales of acquired businesses		Pro forma net sales
Twelve Months Ended December 31, 2005
Publishing and Retail Services	$	4,269.8		$	167.0	$	4,436.8
Integrated Print Communications		2,491.5			272.2		2,763.7
Forms and Labels		1,668.9			—		1,668.9
Corporate		—					—
Consolidated	$	8,430.2		$	439.2	$	8,869.4
Twelve Months Ended December 31, 2004
Publishing and Retail Services	$	3,821.7		$	272.5	$	4,094.2
Integrated Print Communications		1,880.7			735.5		2,616.2
Forms and Labels		1,454.0			245.8		1,699.8
Corporate		—					—
Consolidated	$	7,156.4		$	1,253.8	$	8,410.2
Net sales change
Publishing and Retail Services		11.7	%				8.4	%
Integrated Print Communications		32.5	%				5.6	%
Forms and Labels		14.8	%				-1.8	%
Corporate
Consolidated		17.8	%				5.5	%

The reported results of the company include the results of acquired businesses from the acquisition date forward. The company has provided this schedule to reconcile reported net sales for the year ended December 31, 2005 and 2004 to pro forma net sales as if the acquisitions took place at the beginning of the respective periods.

For the year ended December 31, 2005 the adjustment for net sales of acquired businesses reflects the net sales of the Astron Group (acquired June 20, 2005), Asia Printers Group (acquired July 7, 2005), the Charlestown, Indiana print facility acquired from Adplex-Rhodes (acquired August 18, 2005), Poligrafia (acquired September 5, 2005) and Spencer Press (acquired November 9, 2005) as if the respective acquisitions had occurred on January 1, 2005.

For the year ended December 31, 2004 the adjustment for net sales of acquired businesses reflects the net sales of Moore Wallace Incorporated (acquired February 27, 2004), the Astron Group, Asia Printers Group, the Charlestown, Indiana print facility acquired from Adplex-Rhodes, Poligrafia and Spencer Press as if the respective acquisitions had occurred on January 1, 2004.