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Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 30, 2015

The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had these acquisitions been completed as of the beginning of the period presented and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition. Pro forma adjustments are tax-effected at the applicable statutory tax rates.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Net sales	$	2,828.0	$	3,040.6	$	8,445.5	$	8,897.9
Net earnings attributable to RR Donnelley common shareholders		22.5		70.5		118.0		107.0
Net earnings per share attributable to RR Donnelley common shareholders:
Basic	$	0.11	$	0.34	$	0.56	$	0.51
Diluted	$	0.11	$	0.34	$	0.56	$	0.51

The following table outlines unaudited pro forma financial information for the three and nine months ended September 30, 2015 and 2014:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Amortization of purchased intangibles	$	20.4	$	22.0	$	63.0	$	67.8
Restructuring, impairment and other charges		48.4		16.9		76.7		86.1

Pro Forma Adjustments Affecting Net Earnings (Loss)

Additionally, the pro forma adjustments affecting net earnings attributable to RR Donnelley common shareholders for the three and nine months ended September 30, 2015 and 2014 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Depreciation and amortization of purchased assets, pre-tax	$	2.0		$	(2.5	)	$	2.4		$	0.2
Acquisition-related expenses, pre-tax		0.2			(0.1	)		18.8			14.8
Restructuring, impairment and other charges, pre-tax		4.5			3.0			28.6			5.6
Inventory fair value adjustment, pre-tax		6.7			(0.1	)		9.9			3.5
Other pro forma adjustments, pre-tax		—			1.7			1.2			(2.8	)
Income taxes		(4.8	)		(1.2	)		(15.0	)		(1.1	)

Courier Corporation

Business Acquisition [Line Items]

Schedule of Final Purchase Price Allocation for Acquisitions

Based on the valuations, the final purchase price allocation for 2015 acquisitions was as follows:

Accounts receivable	$	34.1
Inventories		59.0
Prepaid expenses and other current assets		38.7
Property, plant and equipment		162.2
Other intangible assets		106.5
Other noncurrent assets		7.9
Goodwill		58.3
Accounts payable and accrued liabilities		(21.4	)
Other noncurrent liabilities		(10.5	)
Deferred taxes—net		(83.6	)
Total purchase price-net of cash acquired		351.2
Less: debt assumed		78.9
Less: value of common stock issued		154.2
Net cash paid	$	118.1

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

The fair values of other intangible assets, technology and goodwill associated with the acquisition of Courier were determined to be Level 3 under the fair value hierarchy. The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements:

	Fair Value		Valuation Technique	Unobservable Input	Range
Customer relationships	$	96.3	Excess earnings	Discount rate Attrition rate	13.0% - 16.0% 0.0% - 5.0%
Trade names		10.1	Relief-from-royalty method	Discount rate Royalty rate (after-tax)	12.0% 0.3% - 1.0%
Technology		1.6	Relief-from-royalty method	Discount rate Royalty rate (after-tax)	11.0% 15.0%
Non-compete agreement	0.1		Excess earnings	Discount rate	17.0%

Consolidated Graphics, Esselte and MultiCorpora

Business Acquisition [Line Items]

Schedule of Final Purchase Price Allocation for Acquisitions

Based on the valuations, the final purchase price allocations for all 2014 acquisitions were as follows:

Accounts receivable	$	242.0
Inventories		89.6
Prepaid expenses and other current assets		17.5
Property, plant and equipment		337.0
Other intangible assets		205.0
Other noncurrent assets		11.9
Goodwill		300.1
Accounts payable and accrued liabilities		(221.0	)
Other noncurrent liabilities		(57.5	)
Deferred taxes--net		(96.6	)
Total purchase price-net of cash acquired		828.0
Less: debt assumed		118.4
Less: value of common stock issued		319.0
Less: gain on bargain purchase		9.5
Net cash paid	$	381.1

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

The fair values of other intangible assets, technology and goodwill associated with the acquisitions of Esselte, MultiCorpora and Consolidated Graphics were determined to be Level 3 under the fair value hierarchy. The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements:

	Fair Value		Valuation Technique	Unobservable Input	Range
Customer relationships	$	178.2	Excess earnings	Discount rate Attrition rate	17.0% - 21.0% 5.0% - 9.5%
Trade names		26.5	Relief-from-royalty method	Discount rate Royalty rate (after-tax)	19.0% 0.5% - 1.5%
Technology		1.1	Excess earnings	Discount rate		17.0%