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RR Donnelley Prices $350 Million Debt Offering

08/18/2009

CHICAGO, Aug 19, 2009 (BUSINESS WIRE) -- R.R. Donnelley & Sons Company (NASDAQ:RRD) ("RR Donnelley" or the "Company") today announced that it has priced an offering of $350 million aggregate principal amount of 8.60% Notes due 2016. The offering is expected to close on Wednesday, August 26, 2009, subject to customary closing conditions.

RR Donnelley intends to apply all or a portion of the net proceeds from the offering of the notes plus cash on hand and revolver borrowings, if necessary, to fund the Company's cash tender offers with respect to the outstanding 5.625% Notes due 2012 and 4.95% Notes due 2010 issued by the Company. The Company is announcing that it is commencing these tender offers in a separate press release issued today. RR Donnelley intends to add any remaining net proceeds from the sale of the notes to general corporate funds that may be used for, without limitation, the repayment at maturity or repurchases of any remaining principal amount of its 5.625% Notes due 2012 or 4.95% Notes due 2010, repayment of short-term borrowings or other debt or any other general corporate purpose. Completion of each offering is 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 and J.P. Morgan Securities Inc. will act as the joint book-runners for the offering. When available, copies of the preliminary prospectus supplement and accompanying prospectus for the offering may be obtained from: BofA Merrill Lynch, telephone 1-800-294-1322 or J.P. Morgan Securities Inc., call collect: 212-834-4533.

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 are being made solely by means of the Offer to Purchase and the 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, 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, Executive Vice President Communications
Tel: 630-322-6830
E-mail: doug.fitzgerald@rrd.com
or
Investor Contact:
Dave Gardella, Vice President Finance
Tel: 312-326-8155
E-mail: david.a.gardella@rrd.com

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