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RR Donnelley Announces Expiration and Final Results of its Tender Offer for its 4.95% Notes Due May 15, 2010

09/16/2009

CHICAGO, Sep 17, 2009 (BUSINESS WIRE) -- R.R. Donnelley & Sons Company (NASDAQ:RRD) ("RR Donnelley" or the "Company") today announced the expiration and final results of its offer (the "Maximum Tender Offer") to purchase up to $175 million in aggregate principal amount (the "Maximum Tender Amount") of its 4.95% Notes due May 15, 2010 (the "2010 Notes").

As of 11:59 p.m., New York City time, on September 16, 2009, the aggregate principal amount of 2010 Notes tendered was $174,251,000. As a result, RR Donnelley accepted $174,251,000 in principal amount of 2010 Notes for payment, with settlement expected to occur today.

Holders whose 2010 Notes have been accepted for payment and who tendered before the "Early Tender Date" of 5:00 p.m., New York City time, on September 1, 2009, will receive $1,010 per $1,000 principal amount of notes accepted for payment, which includes the Early Tender Premium of $20 per $1,000 principal amount. Holders whose 2010 Notes have been accepted for payment and who tendered after the Early Tender Date will receive $990 per $1,000 principal amount of notes accepted for payment.

The Maximum Tender Offer was made pursuant to an Offer to Purchase dated August 19, 2009 (the "Offer to Purchase") and the related Letter of Transmittal dated August 19, 2009 (the "Letter of Transmittal"), which set forth a complete description of the terms of the offer.

J.P. Morgan Securities Inc. and BofA Merrill Lynch served as dealer managers for the tender offer. Global Bondholder Services Corporation served as the depositary and information agent for the tender offer.

For additional information regarding the terms of the tender offer, please contact: J.P. Morgan Securities Inc. at (866) 834-4666 (toll free) or (212) 834-3506 (collect) and BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (collect). Requests for documents and questions regarding the tender of securities may be directed to Global Bondholder Services Corporation at (866)-540-1500 (toll free) or (212)-430-3774 (collect).

Copies of the Offer to Purchase and the Letter of Transmittal related to the tender offer may also be obtained at no charge from Global Bondholder Services Corporation.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities. The tender offer was made solely by means of the Offer to Purchase and the related Letter of Transmittal, which were distributed to holders of notes by RR Donnelley. The tender offer was not made in any jurisdiction in which such offer, solicitation or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offer was deemed to be made on behalf of RR Donnelley by the dealer managers, 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. Founded more than 144 years ago, the company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, enhance ROI 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 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 http://www.rrdonnelley.com.

Use of Forward-Looking Statements

This news release may contain "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. 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.

SOURCE: R.R. Donnelley & Sons Company

R.R. Donnelley & Sons Company
Media Contact:
Doug Fitzgerald, 630-322-6830
Executive Vice President Communications
doug.fitzgerald@rrd.com
or
Investor Contact:
Dave Gardella, 312-326-8155
Vice President Investor Relations
david.a.gardella@rrd.com

Copyright Business Wire 2009

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