8-K

UNITED STATES

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): August 4, 2015

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.)

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

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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 7.01    Regulation FD Disclosure.

On August 4, 2015, R.R. Donnelley & Sons Company (the “Company”) issued a press release reporting that the Company intends to create three independent publicly traded companies: (i) a financial communications services company (“FinancialCo”), (ii) a publishing and retail-centric print services company (“PRSCo”) and (iii) a customized multi-channel communications management company (“CMCo”), through a tax-free spin-off of FinancialCo and PRSCo prior to the end of 2016.

Information in this Item 2.02 and Exhibits 99.1 and 99.2 of Item 9.01 below 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 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release issued by R. R. Donnelley & Sons Company, dated August 4, 2015.
99.2	Investor Presentation dated August 4, 2015.

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 hereunto duly authorized.

	R. R. DONNELLEY & SONS COMPANY
Date: August 4, 2015
	By:	/s/ Suzanne S. Bettman
		Suzanne S. Bettman
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by R. R. Donnelley & Sons Company, dated August 4, 2015.
99.2	Investor Presentation dated August 4, 2015

EX-99.1

Exhibit 99.1

RR DONNELLEY ANNOUNCES INTENT TO CREATE

THREE INDEPENDENT PUBLICLY TRADED COMPANIES

Creates Separate Financial Communications Services, Publishing & Retail-Centric Print Services and Customized Multichannel Communications Management Companies

Each an Industry Leader with Exceptional Scale, Innovative Technology and Complete Mix of Products and Services

Allows for Tailored Capital Structures to Better Finance Each Business’s Strategy and Growth Plan

CHICAGO — August 4, 2015 — RR Donnelley & Sons Company (Nasdaq:RRD) today announced that it intends to create three independent, publicly traded companies: one business focused on financial communications and data services; one business focused on publishing and retail-centric print services; and one business focused on customized multichannel communications management.

Thomas J. Quinlan III, RR Donnelley’s President and Chief Executive Officer, said, “Over the last decade, we have strengthened our business portfolio through a combination of organic growth and strategic acquisitions, developing new products and services, inventing fresh ways to serve customers, attracting additional talent and building information technology systems.

“We see a significant opportunity to unlock value by allowing these three businesses to pursue their own strategies and invest according to the unique dynamics of their respective industries. Each company will have the strategic focus, management resources and capital structure to enable it to strengthen its market position and pursue its growth opportunities, enhancing long-term value for stakeholders.”

The creation of these three independent businesses is expected to deliver the following strategic and financial benefits;

Strategic Benefits

• Each business to focus on its distinct strategic priorities, driving opportunities to accelerate growth and enhance long-term value

• Greater flexibility to execute tailored business strategies and compete in evolving markets

• Even more focused brand strategy to support each business’s marketing plan

Financial Benefits

• Tailored capital structures reflective of each business’s financial and growth profiles

• Better-optimized investment policies

• Market recognition of standalone growth prospects and profitability

• Enable investors’ valuations to reflect each business’s unique operating and financial dynamics

Quinlan continued, “We recognize that parts of the current portfolio will be more successful pursuing different strategies, and that these particular businesses offer the scale, expertise, product and service mix and other resources to excel as standalone companies. Creating three independent companies will allow each to more quickly capitalize on opportunities created by continued technological innovation and globalization within the markets they serve.”

Financial Communications Services Company (FinancialCo)

FinancialCo will be a leading, financial communications services company serving both the investment and capital markets worldwide. With proprietary technology, extensive capabilities and deep subject matter expertise, FinancialCo will support its customers with content management, multichannel content distribution, data management and analytics, collaborative workflow and business reporting tools and translations services. FinancialCo’s one-stop-shop offering leverages a unique combination of technology, service and regulatory expertise built through the combination of RR Donnelley’s financial print business, Bowne Financial and EDGAR Online.

As a standalone company with trailing 12-month net sales for the period ended June 30, 2015 of approximately $1 billion, the company believes FinancialCo will be positioned to aggressively invest in leading technology and workflow tools to support its customer communications requirements in a growing and fast evolving marketplace and to generate strong margins and cash flow to capitalize on significant opportunities in content collaboration, data analytics and compliance/regulatory services.

Publishing and Retail-Centric Print Services Company (PRSCo)

Publishers, merchandisers and retailers worldwide trust PRSCo to prepare, produce and distribute their periodicals, catalogs, inserts, books, office products and directories.

As a standalone company with trailing 12-month net sales for the period ended June 30, 2015 of approximately $3.5 billion, the company believes PRSCo will continue to expand its unmatched scope of print-related capabilities to better serve customers worldwide and will be well positioned for further value creation through continued cost restructuring and accretive acquisition opportunities. The company’s expertise, deep customer relationships and strong cash flow generation are expected to support both organic and acquisition opportunities.

Customized Multichannel Communications Management Company (CMCo)

CMCo will be a global, customized multichannel communications management provider that assists organizations around the world in creating, managing and executing their multichannel communications strategies. CMCo will offer customized digital and printed communications services, including direct mail, short-run commercial printing, statements, business process outsourcing, supply chain management, logistics, creative design, content management, forms, labels, packaging, kitting and fulfillment and more.

As a standalone company with trailing 12-month net sales for the period ended June 30, 2015 of approximately $7 billion and deep relationships with Fortune 1000 customers, the company believes there are clear growth opportunities for CMCo driven by increasing demand for customized multichannel communications and it is well positioned to capture these opportunities by offering integrated solutions that help customers better manage their brand execution, marketing and supply chain strategies. CMCo is expected to have capital flexibility to fund growth investments and develop additional capabilities.

Transaction Details/Next Steps

The transaction is expected to take the form of a tax-free distribution to RR Donnelley shareholders of FinancialCo and PRSCo in two new, independent, publicly traded stocks. The company expects to complete the spinoffs prior to the end of 2016. Immediately following the completion of the transactions, existing RR Donnelley shareholders will own shares in all three companies.

The leadership, governance, corporate branding and other matters for each company are still being developed and the company will provide interim updates as appropriate.

RR Donnelley management intends to continue to recommend to the Board of Directors a quarterly dividend of $0.26 per share, consistent with its current level, until the transactions have been consummated. Following the completion of the transactions, each company will determine its appropriate capital allocation policy. While the capital structures of each company have not been finalized, it is expected that the currently outstanding RR Donnelley notes will remain at CMCo and that CMCo will receive certain cash proceeds in connection with the capitalization of each of PRSCo and FinancialCo.

The transactions are subject to customary conditions, including obtaining rulings from the Internal Revenue Service and/or tax opinions, execution of inter-company agreements and final approval by the company’s Board of Directors.

Centerview Partners LLC and BofA Merrill Lynch are serving as financial advisors to RR Donnelley. Sullivan & Cromwell LLP is serving as legal advisor.

Investor Call

RR Donnelley will host a conference call for investors today at 9:00a.m. Eastern Time to review the planned transactions and answer questions. Individuals wishing to dial in to the call must register in advance at www.meetme.net/rrd. After registering, participants will receive dial-in numbers, a passcode, and a personal identification number (PIN) that is used to uniquely identify their presence and automatically join them into the audio conference.

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 630.652.3042, passcode 8086973#.

About RR Donnelley

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

For more information, and for RR Donnelley’s Global Social Responsibility Report, visit the company’s web site at http://www.rrdonnelley.com.

Use of Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and 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. Such statements include, but are not limited to, our ability to complete the spin-offs of our financial communications services business and our publishing and retail-centric print services business; the risk relating to operating three separate public companies; and our ability to realize the benefits of the spin-offs, including the tax-free nature of the transactions. 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.

Contacts

Investor Contact

Dave Gardella

Senior Vice President Investor Relations

Tel: 312-326-8155

E-mail: david.a.gardella@rrd.com

Media Contact

Lex Suvanto, Edelman

Tel: 212-729-2463

E-mail: lex.suvanto@edelman.com

EX-99.2

R.R. Donnelley & Sons Company

Investor Presentation

August 4, 2015

Exhibit  99.2

Safe Harbor & Non-GAAP

2

Use of Forward-Looking Statements

This presentation 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 presentation 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 volatility and disruption of the capital and

credit markets, and adverse changes in the global economy; successful execution and integration of acquisitions; successful negotiation of future acquisitions; and our ability to

integrate operations successfully and achieve enhanced earnings or effect cost savings; the ability to implement comprehensive plans for the integration of sales forces, cost

containment, asset rationalization, system integration and other key strategies; the ability to divest non-core businesses; future growth rates in our core businesses; competitive

pressures in all markets in which we operate; our ability to access unsecured debt in the capital markets and the participants’ ability to perform to our contractual lending and

insurance agreements; 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 formats, customers’ budgetary constraints, and customers’ changes in short-range and long-range plans; the

ability to gain customer acceptance of our new products and technologies; the ability to secure and defend intellectual property rights and, when appropriate, license required

technology; customer expectations and financial strength; performance issues with key suppliers; changes in the availability or costs of key materials (such as ink, paper and fuel

or in prices received for the sale of by-products; changes in ratings of our debt securities, as a result of financial community and rating agency perceptions of our business,

operations and financial condition and the industry in which we operate; the ability to generate cash flow or obtain financing to fund growth; the effect of inflation, changes in

currency exchange rates and changes in interest rates; the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, environmental

compliance (including the emission of greenhouse gases and other air pollution controls), health and welfare benefits, price controls and other regulatory matters and the cost,

which could be substantial, of complying with these laws and regulations; contingencies related to actual or alleged environmental contamination; the retention of existing, and

continued attraction of additional, customers and key employees; the effect of a material breach of security of any of our systems; the effect of labor disruptions or labor

shortages; the effect of economic and political conditions on a regional, national or international basis; the effect of economic weakness and constrained advertising; uncertaint

about future economic conditions; the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere; the possibility

of a regional or global health pandemic outbreak; adverse outcomes of pending and threatened litigation; our ability to complete the spin-offs of our financial communications

services business and our publishing and retail-centric conventional print services business; our ability to realize the benefits of the spin-offs, including the tax-free nature of the

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

are strongly encouraged to read the full cautionary statements contained in RR Donnelley's filings with the SEC.

Non-GAAP Financial Information

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 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.

A reconciliation of GAAP net earnings to non-GAAP net earnings and further descriptions are presented in the tables attached to our Earnings Releases, which are available in

the investors section of our website, rrdonnelley.com. Also available in the investors section of our website, rrdonnelley.com, is a description of additional non-GAAP financial

measures referred to in this presentation.

A

Transformative

Separation

–

The

Next

Phase

of

Our

Strategic Evolution

3

Separating our current business segments into three publicly-traded industry leaders:

–

Customized Multi-Channel Communications Management Company  (CMCo)

–

Financial Communications Services Company (FinancialCo)

–

Publishing and Retail-Centric Print Services Company (PRSCo)

Successful execution of strategy paved way for today’s announcement

–

For over 10 years RRD has strategically developed a diverse portfolio and business mix

with significant scale and a goal of successfully evolving with transformative market shifts

Unlocking shareholder value by creating three industry leading companies that can

capitalize on unique industry trends and opportunities

–

Increased management focus to pursue tailored business strategies

–

Increased organic growth opportunities

–

Flexibility to optimize capital structures and capital allocation to drive appropriate

investment policy

–

Valuations more accurately reflect distinctive business characteristics

Clear Opportunity to Enhance Shareholder Value by Creating Three Distinct RRD Businesses

That Will Each Be An Industry Leader

RRD has been on a Purposeful Path of Strategic Evolution

4

Pre-2000s

Today and beyond

…to a full-line

printing services

provider…

…to a leading provider of

multi-channel

communication services

Evolved from a

printer…

Print and Ship

Data Acquisition

Content Management

Print & Deliver

Data Analytics

Content Optimization

Multi-channel Marketing

Portfolio Transformation to Become More Service-Orientated and Focused on Value-Add Products

5

2000

2010

2014A

Variable Print

Publishing & Retail Services

Strategic Services

International

Revenue

Mix

RRD Portfolio Has Become More Diversified With Significant Scale Across Key Businesses

(1) Color represents primary segment in which acquisition is reported.

$5.2bn

$10.0bn

$11.6bn

Financial Print

Logistics

& Other

Moore Wallace (‘04)

Acquisitions

(1)

Office Tiger (’06)

Banta (’07)

Bowne (’10)

Poligrafia (’05)

Von Hoffman (’07)

Cardinal (’07)

CGX (‘14)

Courier (‘15)

Esselte NA (‘14)

Edgar Online ('12)

XPO ('12)

Presort (‘12)

23%

($2.6)

32%

($3.8)

14%

($1.6)

22%

($2.6)

9%

($1.0)

34%

28%

25%

13%

64%

4%

12%

20%

Portfolio Transformation Has Been Supported by Key 

Acquisitions

Unique Industry Dynamics are Creating Different Paths

to Success for Key RRD Businesses…

6

Variable Print

Statements

Commercial and Digital Print

Labels

Publishing, Retail and

Office Products

Books

Magazines, Catalogs, and

Retail Inserts

Directories

Forms

Financial

Financial print

Expand offerings to existing clients

Differentiated approach by vertical

Invest in new capabilities

Focus on further developing industry leading

customized multi-channel communications offerings

Capitalize on broad “brand permission” for potential

future product offerings

Investment in

technology/workflow

Focus on content

collaboration & data

analytics

Quickly adapt to

changing regulatory

requirements

Cost optimization  &

efficient capacity

utilization

Industry consolidation

& alliances

Leverage scope of print-

related capabilities

Financial Print Related

Services

Customized Multi-Channel

Communications Management

Product Promotion &

Logistics

Direct Mail

Packaging & Related Products

Global Turnkey Solutions

Logistics Services

Business Process Outsourcing

Digital and Creative Solutions

Office Products

FinancialCo

PRSCo

CMCo

2013

–

2018

Org.

Growth

Outlook

+1% to + 7%

Strategic Services

Long-Term Outlook by

Current Reporting Segment

…With Significant Differences in Financial & Operating Profiles

Note:

Percentages

and

revenue

numbers

based

on

LTM

Revenues

as

of

June

2015.

Catalog, Magazine,

Retail

Book

Directory

Commercial

and Digital Print

Direct

Mail

Labels

Office

Products

Business

Communication

Services

Forms

Logistics

Financial

($1.0 bn)

Sourcing

Digital

Solutions

Asia

Business

Process

Outsourcing

LatAm

(ex. Mexico)

Europe

Global

Turnkey

Canada

Mexico

Distinct Businesses With Scale Within RRD Portfolio Today

Variable Print

Publishing & Retail Services

Strategic Services

International

2013

–

2018

Org.

Growth

Outlook

-7% to -2%

Publishing & Retail Services

2013 –

2018 Org. Growth Outlook

-5% to Flat

Variable Print

2013 –

2018 Org. Growth Outlook

+1% to +3%

International

Multi-Channel

Comm. Mgmt

($7.0bn)

Publishing &

Retail-Centric

($3.5 bn)

7

Compelling Benefits of Separation

8

Creates three publicly-traded industry leaders

Separation to provide significant strategic and financial benefits

–

Increased management focus to pursue tailored business strategies

•

Continue to develop Multi-Channel Communications Management strategy (CMCo)

•

Leader in transition to a content management, e-delivery, digital, data business

(FinancialCo)

•

Cost leadership and industry consolidation (PRSCo)

–

Tailored management incentive plans aligned with financial and operating profiles

–

Flexibility to optimize capital structures and capital allocation to drive appropriate

investment policy

–

Ability to attract long-term investor base appropriate for each company

–

Enables investors to value each company separately

Accelerates RRD Integrated Communications Management Strategy and

Enables Tailored Strategic, Financial and Operational Approaches for Distinct RRD Businesses

Financial Communications Services

Creates Three Industry Leading Companies

9

Customized Multi-Channel

Communications Management

Publishing and

Retail-Centric Print Services

High Single Digits

High Teens -

Low 20’s

Low Double Digits

EBITDA Margin

Capital Markets

Investment

Management

Int’l

Catalog,

Magazine,

Retail

Book

Office

Products

Europe

Directory

Mexico

Variable

Print

Strategic

Services (incl Logistics)

Int’l

Provides data management

and analytics solutions to the

corporate filing and global

financial community

“One-stop shop” for content

creation, collaboration,

management, and distribution

Creates, manages and executes

customer-specific and branded

communications strategies

Oversees logistics, supply chain

management & workflow

solutions

Manages related analytics and

digital services

Produces and distributes

periodicals, catalogs, inserts,

books, office products  and

directories

Unmatched scope of print-

related capabilities

Serves publishers,

merchandisers and retailers

globally

$7.0 bn

$1.0

bn

$3.5 bn

2.6%

1.4%

(3.1%)

LTM June ‘15 Net

Sales.

’12 –

’14 Org. CAGR

Low to Medium (Asset Light Logistics)

Asset Light

Low Incremental

Capital Intensity

43.6%

23.8%

4.0%

16.1%

9.7%

2.7%

49.6%

34.7%

15.7%

47.2%

23.9%

28.9%

10

Key Business Highlights

Historical Net Sales ($ bn)

Deep relationships

with customers

Clear

growth

opportunity

driven

by

increasing

demand for cost-effective multichannel

communications strategies

Global

capabilities (~30% of sales international)

Strong balance sheet

Representative Customers

POA: Integrated branding and communications execution

Omnichannel communications and retail marketing

Multiple solutions

and services (e.g.

brand and project

marketing and

management,

communications)

Retail / brand execution

Packag-ing

Labels

POP displays

Print &

Digital Mktg

Integrated product consistent with

client’s brand—become one-stop for

branding/communications execution

Sold with

associated

physical

logistics

Related value-

added services

across

channels, e.g.,

in-store

activation

Leading Customized Multi-Channel Communications Management Company

Adjacent product logistics

$5.6

$6.0

$7.0

2012A

2013A

2014A

Key Product – Multi-Channel Communications Management

Customized Multi-Channel Communications Management 

Company

$0.97

$1.01

$1.02

2012A

2013A

2014A

Leading Financial Communications Services Company

11

Key Business Highlights

Key Product Offerings

Leading market position

Strong margins and free cash flow generation

Deep customer relationships

Participates

in

high-growth

content

collaboration (ActiveDisclosure) and data

analytics (EDGAR Pro)

Fast delevering

profile

Transactions Support

Compliance

Investor Communications

Data Analytics

Filings and content origination /

management (IPO docs, proxies,

PPMs)

Virtual Data Rooms

Translation Services

Regulatory Filings (Ks, Qs, etc.)

ActiveDisclosure

File 16 / Netfiler

EDGAR / SEDAR

Reporting Management Solutions

ActiveXBRL

Software

EDGAR Pro

I-Metrix

Xcelerate

Transcription

Web Content Solutions

Shareholder report solutions

Fund marketing and fund fact

sheet

eDelivery

of all investor comms.

Post-sale trade data

Right Prospectus & iCOMPLi

Historical Net Sales ($ bn)

Representative Customers

Best-In-Class Full-Service Provider of Transactional and Compliance Filing and Reporting Services,

Content Management and Data Analytics to the Corporate Filing and Global Financial Community

Investment Banking

Corporate Filers

Mutual funds

Leading

Publishing and Retail-Centric Print Services

Company

12

Key Business Highlights

Key Products

Historical Net Sales ($ bn)

Leading traditional printer: produces over 20

billion pages annually

Unmatched scope of print-related capabilities

Competitive advantages

from scale, track record

of innovation and cost leadership

Strong cash flow generation

Flexible balance sheet with conservative starting

leverage

Well-positioned for additional value creation

through further industry consolidation

Representative Customers

Unmatched Scope Of Print-Related Capabilities and

Global Leader in Cost-efficient Traditional Print and Print-Related Services

Books

Directories

Magazines

Retail Inserts

Catalogs

Office Products

$3.64

$3.49

$3.61

2012A

2013A

2014A

Transaction Details

13

Intended to take the form of a tax-free spin-off of FinancialCo and PRSCo

Target completion prior to the end of 2016, subject to customary conditions,

including obtaining rulings from the IRS and/or tax opinions, execution of

inter-company agreements and final approval by the Company’s Board of

Directors

It is expected that the currently outstanding RRD notes will remain at CMCo

and

that CMCo

will receive certain cash proceeds in connection with the capitalization

of each of PRSCo

and FinancialCo

RR Donnelley management intends to continue to recommend to the Board of

Directors a quarterly dividend consistent with its current level until the

completion of the transaction; each company will then determine its appropriate

capital allocation policy

All three companies will be capitalized with strong balance sheets

Additional detail, including management teams and capital structures to be

announced at a later date

Creating three leading, independent public companies

positioned to increase long-term shareholder value