Obligation R.R. Donnelley & Sons 6.125% ( US257867AT88 ) en USD

R.R. Donnelley & Sons

100 % ▲

Etas-Unis

US257867AT88 ( en USD )

6.125% par an ( paiement semestriel )

15/01/2017 - Obligation échue

Prospectus brochure de l'obligation R.R. Donnelley & Sons US257867AT88 en USD 6.125%, échue

2 000 USD

625 000 000 USD

257867AT8

B+ ( Très spéculatif )

B2 ( Très spéculatif )

L'Obligation émise par R.R. Donnelley & Sons ( Etas-Unis ) , en USD, avec le code ISIN US257867AT88, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2017

L'Obligation émise par R.R. Donnelley & Sons ( Etas-Unis ) , en USD, avec le code ISIN US257867AT88, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par R.R. Donnelley & Sons ( Etas-Unis ) , en USD, avec le code ISIN US257867AT88, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-139756

Calculation of Registration Fee

Maximum
Aggregate
Maximum
Amount of
Title of Each Class of
Amount to be
Offering
Aggregate
Registration
Notes to be Registered

Registered Price Per Unit
Offering Price
Fee(1)
5.625% Notes due 2012

$625,000,000
99.860% $624,125,000 $66,781.38
6.125% Notes due 2017

$625,000,000
99.210% $620,062,500 $66,346.69
(1) Calculated in accordance with Rule 457(o) and (r) under the Securities Act of 1933 (the "Securities Act").
The total registration fee due for this offering is $133,128.06. Pursuant to Rule 457(p) under the Securities
Act, unutilized registration filing fees of $39,100 previously paid in connection with Registration Statement
No. 333-83382 are being applied to the fee payable for this offering.
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Final Prospectus Supplement
Table of Contents
Prospectus Supplement
January 3, 2007
(To Prospectus dated January 3, 2007)
$1,250,000,000

$625,000,000 5.625% Notes due 2012
$625,000,000 6.125% Notes due 2017

RR Donnelley is offering $625,000,000 aggregate principal amount of 5.625% notes due 2012 and $625,000,000
aggregate principal amount of 6.125% notes due 2017. Interest on the notes will be paid semi-annually in arrears
on January 15 and July 15 of each year, beginning on July 15, 2007. The 5.625% notes due 2012 will mature on
January 15, 2012 and the 6.125% notes due 2017 will mature on January 15, 2017. We may redeem the notes at
any time and from time to time, in whole or in part, at a redemption price as described in this prospectus
supplement in the sections entitled "Description of the Notes--Optional Redemption" and "Description of the
Notes--Special Mandatory Redemption."
The notes will be our general unsecured senior obligations and will rank equally with all of our other unsecured
senior indebtedness from time to time outstanding.
Investing in the notes involves risks. See " Risk Factors" on page S-10 of this prospectus supplement.

2012 Notes
Total

2017 Notes
Total
Public offering price(1)

99.860% $624,125,000
99.210% $620,062,500
Underwriting discounts

0.600% $ 3,750,000
0.650% $ 4,062,500
Proceeds to RR Donnelley, before expenses
(1)

99.260% $620,375,000
98.560% $616,000,000
(1) Plus accrued interest, if any, from January 8, 2007, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository
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Final Prospectus Supplement
Trust Company for the accounts of its participants, including Clearstream Banking, societe anonyme, and
Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or
about January 8, 2007.

Joint Book-Running Managers
Banc of America Securities LLC
Citigroup
JPMorgan

Co-Managers
ABN AMRO Incorporated
ING Financial Markets
Lazard Capital Markets
Wells Fargo Securities

Piper Jaffray
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Final Prospectus Supplement
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized
anyone to provide you with different information. We are not, and the underwriters are not, making an
offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume that
the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus is accurate as of the date on the front of this prospectus supplement only. Our
business, financial condition, results of operations and prospects may have changed since that date.
In this prospectus supplement, unless the context indicates otherwise, the terms "RR Donnelley", "we", "us",
"Company" and "our" refer to R.R. Donnelley & Sons Company and its subsidiaries.
Our name, logo and other trademarks mentioned in this prospectus supplement are the property of their
respective owners.

TABLE OF CONTENTS

Prospectus Supplement

Page
Where You Can Find More Information

S-3
Forward-Looking Statements

S-5
Summary

S-7
Risk Factors
S-10
Use of Proceeds
S-11
Capitalization
S-11
Description of the Notes
S-12
Book-Entry; Delivery and Form
S-24
United States Taxation
S-27
Underwriting
S-31
Validity of the Notes
S-33
Experts
S-33
Prospectus
Where You Can Find More Information

1
Incorporation of Certain Information by Reference

1
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The Company

2
Experts

2

S-2
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WHERE YOU CAN FIND MORE INFORMATION
Available Information
RR Donnelley is subject to the informational requirements of the Securities Exchange Act of 1934, or the
Exchange Act, and in accordance therewith files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission, or the SEC, on a regular basis. You may read and
copy this information or obtain copies of this information by mail from the SEC's public reference room, 100 F
Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Further information on the operation of
the SEC's public reference room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains reports, proxy statements and
other information about issuers, like RR Donnelley, who file electronically with the SEC. The address of
that site is http://www.sec.gov. RR Donnelley's SEC filings are also available from our web site at http://www.
rrdonnelley.com. Information on our web site is not part of this prospectus supplement or the accompanying
prospectus.
We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this
prospectus supplement. The accompanying prospectus is part of the registration statement and does not contain
all of the information in the registration statement. Whenever a reference is made in this prospectus supplement
or the accompanying prospectus to a contract or other document of ours, please be aware that the reference is
only a summary and that you should refer to the exhibits that are part of the registration statement for a copy of
the contract or other document. You may review a copy of the registration statement at the SEC's public
reference room in Washington, D.C., as well as through the SEC's web site.
Documents Incorporated by Reference
We have "incorporated by reference" in this prospectus supplement and the accompanying prospectus certain
documents that we file with the SEC. This means that we can disclose important information to you by referring
you to another document filed separately with the SEC. This information incorporated by reference is a part of
this prospectus supplement and the accompanying prospectus, unless we provide you with different information
in this prospectus supplement or the accompanying prospectus or the information is modified or superseded by a
subsequently filed document. Any information referred to in this way is considered part of this prospectus
supplement and the accompanying prospectus from the date we file that document.
Any reports filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of
this prospectus supplement and before the completion of the offering of the notes will be deemed to be
incorporated by reference into this prospectus supplement and the accompanying prospectus and will
automatically update, where applicable, and supersede any information contained in this prospectus supplement
or the accompanying prospectus or incorporated by reference into this prospectus supplement and the
accompanying prospectus.
This prospectus supplement and the accompanying prospectus incorporate the documents listed below that we
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Final Prospectus Supplement
have previously filed with the SEC (other than, in each case, documents or information deemed to have been
furnished and not filed in accordance with SEC rules). They contain important information about us, our business
and our financial condition.
RR Donnelley SEC Filings

Period or Date Filed
Annual Report on Form 10-K

Year ended December 31, 2005
Quarterly Reports on Form 10-Q

Quarters ended March 31, 2006, June 30, 2006 and September 30, 2006
Current Reports on Form 8-K
February 22, 2006 (with respect to Items 5.03 and 9.01), March 1, 2006,
March 23, 2006, April 27, 2006 (with respect to Item 5.02), June 5, 2006,
June 14, 2006, July 7, 2006, July 19, 2006, August 18, 2006, October 13,
2006, November 1, 2006, December 21, 2006, December 22, 2006 and

January 3, 2007

S-3
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You can obtain any of the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus from us or from the SEC through the SEC's web site at the address described above.
Documents incorporated by reference are available from us without charge, excluding any exhibits to those
documents unless we specifically incorporated by reference the exhibit in this prospectus supplement and the
accompanying prospectus. You can obtain these documents from us by requesting them in writing or by
telephone at the following address or number:
R.R. Donnelley & Sons Company
111 South Wacker Drive
Chicago, Illinois 60606
Telephone: (866) 425-8272

S-4
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and portions of the documents incorporated by
reference herein and therein contain statements relating to our future results (including certain "anticipated,"
"believed," "expected" and "estimated" results) and our outlook (including statements as to acquisitions being
accretive, continued improvement in our cost structure and achievement of revenue growth from the cross-selling
initiative) that are "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act
of 1995. You 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 hereof or the date of any document that may be
incorporated by reference herein, 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.
Factors that could cause such material differences include, without limitation, the following:

· successful execution and integration of acquisitions and the performance of our businesses following the
acquisitions of Moore Wallace, Astron, Asia Printers, Poligrafia, Spencer Press, Charlestown, CMCS,

OfficeTiger, Banta, Perry Judd's and Von Hoffmann and 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 execution of cross-selling, cost containment, asset

rationalization, systems integration and other key strategies;

· the ability to divest non-core businesses;

· future growth rates in our core businesses;

· competitive pressures, including increased margin pressure and excess capacity, in all segments in

which we operate;

· factors that affect customer demand, including changes in postal rates and postal regulations, changes in
the capital markets that affect demand for financial printing, 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;

· performance issues with key suppliers;

· shortages or changes in the availability, or increases in costs of, key materials (such as ink, paper and

fuel);

· our ability to generate cash flow or obtain financing to fund growth;

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Final Prospectus Supplement

· 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,

health and welfare benefits, price controls and other regulatory matters and the cost 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;

S-5
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Document Outline

sec.gov
- #1">Final Prospectus Supplement