RR Donnelley plans to offer US$300M of senior notes due 2019 in underwritten public offering, to use net proceeds to partially fund tender offers for up to US$350M aggregate principal amount of its 4.95% notes due 2014, 5.50% notes due 2015

Kendall Sinclair

CHICAGO , February 28, 2012 (press release) – R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company") (Nasdaq:RRD) announced today that it plans to offer $300 million of senior notes due 2019 in an underwritten public offering.

RR Donnelley intends to use the net proceeds from this offering (1) to partially fund tender offers for up to $350 million aggregate principal amount of the Company's 4.95% Notes due 2014 and 5.50% Notes due 2015 based on prices to be determined and (2) to pay premiums in connection with those tender offers. If there are any remaining proceeds, RR Donnelley intends to use those proceeds to repay borrowings under its revolving credit facility. Amounts repaid under its revolving credit facility may be reborrowed for general corporate purposes, including the repayment or redemption of other indebtedness. RR Donnelley expects to announce that it is commencing these tender offers in a separate press release issued upon commencing such tender offers. The completion of each such tender offer will be subject to customary closing conditions.

The notes are being offered pursuant to the Company's existing shelf registration statement, which became automatically effective upon filing with the Securities and Exchange Commission. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the Securities and Exchange Commission. BofA Merrill Lynch, J.P. Morgan and Wells Fargo Securities will act as the joint book-running managers for the offering. When available, copies of the preliminary prospectus supplement and the accompanying prospectus for the offering may be obtained from: BofA Merrill Lynch toll-free at 1-800-294-1322, J.P. Morgan at 1-800-245-8812 or Wells Fargo Securities at 1-800-326-5897.

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities, nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such jurisdiction. The tender offers, if made, will be made solely by means of an Offer to Purchase and a related Letter of Transmittal. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offers will be deemed to be made on behalf of RR Donnelley by the dealer managers for such tender offers, or one or more registered brokers or dealers under the laws of such jurisdiction.


About RR Donnelley

RR Donnelley (Nasdaq:RRD) is a global provider of integrated communications. The Company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, enhance return on investment and ensure compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the Company employs a suite of leading Internet based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing products and services to leading clients in virtually every private and public sector.

For more information, and for RR Donnelley's Corporate Social Responsibility Report, visit the company's web site at www.rrdonnelley.com.

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