Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

	June 30, 2013			December 31, 2012
ASSETS

Cash and cash equivalents	$	354.4		$	430.7
Receivables, less allowances for doubtful accounts of $ 50.0 in 2013 (2012—$49.6)		1,804.7			1,878.8
Inventories (Note 3)		493.3			510.2
Prepaid expenses and other current assets		155.0			157.7
Total current assets		2,807.4			2,977.4
Property, plant and equipment-net (Note 4)		1,487.6			1,616.6
Goodwill (Note 5)		1,432.7			1,436.4
Other intangible assets-net (Note 5)		349.6			382.9
Deferred income taxes		448.2			445.1
Other noncurrent assets		376.1			404.3
Total assets	$	6,901.6		$	7,262.7
LIABILITIES

Accounts payable	$	961.1		$	1,210.3
Accrued liabilities		695.4			825.2
Short-term and current portion of long-term debt (Note 14)		277.6			18.4
Total current liabilities		1,934.1			2,053.9
Long-term debt (Note 14)		3,237.7			3,420.2
Pension liabilities		1,104.3			1,150.5
Other postretirement benefits plan liabilities		240.3			241.7
Other noncurrent liabilities		330.1			327.7
Total liabilities		6,846.5			7,194.0
Commitments and Contingencies (Note 13)
EQUITY (Note 9)
RR Donnelley shareholders’ equity
Preferred stock, $ 1.00 par value
Authorized: 2.0 shares; Issued: None		—			—
Common stock, $ 1.25 par value
Authorized: 500.0 shares;
Issued: 243.0 shares in 2013 and 2012		303.7			303.7
Additional paid-in-capital		2,795.0			2,839.4
Accumulated deficit		(497.6	)		(496.1	)
Accumulated other comprehensive loss		(1,044.0	)		(1,029.2	)
Treasury stock, at cost, 61.3 shares in 2013 (2012 – 62.6 shares)		(1,516.2	)		(1,565.0	)
Total RR Donnelley shareholders’ equity		40.9			52.8
Noncontrolling interests		14.2			15.9
Total equity		55.1			68.7
Total liabilities and equity	$	6,901.6		$	7,262.7

		Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
Products net sales	$	2,135.0	$	2,189.7	$	4,264.7		$	4,386.2
Services net sales		436.6		338.9		845.4			667.3
Total net sales		2,571.6		2,528.6		5,110.1			5,053.5

Products cost of sales (exclusive of depreciation and amortization)		1,641.7		1,689.6		3,310.0			3,392.5
Services cost of sales (exclusive of depreciation and amortization)		331.7		244.3		643.6			486.4
Total cost of sales		1,973.4		1,933.9		3,953.6			3,878.9

Products gross profit		493.3		500.1		954.7			993.7
Services gross profit		104.9		94.6		201.8			180.9
Total gross profit		598.2		594.7		1,156.5			1,174.6
Selling, general and administrative expenses (exclusive of depreciation and amortization)		294.2		275.9		576.4			559.4
Restructuring and impairment charges-net (Note 6)		19.8		34.0		42.5			84.0
Depreciation and amortization		111.0		120.9		224.6			245.9
Income from operations		173.2		163.9		313.0			285.3
Interest expense-net		65.5		63.6		128.3			124.3
Investment and other expense-net		6.0		4.8		9.5			3.6
Loss on debt extinguishment		—		—		35.6			12.1
Earnings before income taxes		101.7		95.5		139.6			145.3
Income tax expense		35.2		6.5		47.8			18.4
Net earnings		66.5		89.0		91.8			126.9
Less: Income (loss) attributable to noncontrolling interests		1.1		0.2		(0.7	)		0.7
Net earnings attributable to RR Donnelley common shareholders	$	65.4	$	88.8	$	92.5		$	126.2

Net earnings per share attributable to RR Donnelley common shareholders (Note 10):

Basic net earnings per share	$	0.36	$	0.49	$	0.51		$	0.70
Diluted net earnings per share	$	0.36	$	0.49	$	0.51		$	0.69

Dividends declared per common share	$	0.26	$	0.26	$	0.52		$	0.52

Weighted average number of common shares outstanding:
Basic		182.0		180.7		181.6			180.1
Diluted		183.2		181.8		183.1			181.9

		Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net earnings	$	66.5		$	89.0		$	91.8		$	126.9

Other comprehensive loss, net of tax (Note 11):
Translation adjustments		(25.8	)		(61.6	)		(18.7	)		(19.8	)
Adjustment for net periodic pension and other postretirement benefits plan cost		4.8			0.8			3.9			1.5
Change in fair value of derivatives		—			0.1			0.1			0.4
Other comprehensive loss		(21.0	)		(60.7	)		(14.7	)		(17.9	)
Comprehensive income		45.5			28.3			77.1			109.0
Less: comprehensive income (loss) attributable to noncontrolling interests		1.2			0.1			(0.6	)		0.7

Comprehensive income attributable to RR Donnelley common shareholders	$	44.3		$	28.2		$	77.7		$	108.3

	Six Months Ended June 30,
	2013			2012
OPERATING ACTIVITIES
Net earnings	$	91.8		$	126.9
Adjustments to reconcile net earnings to net cash provided by operating activities:
Impairment charges		7.8			18.0
Depreciation and amortization		224.6			245.9
Provision for doubtful accounts receivable		4.7			2.4
Share-based compensation		11.1			14.8
Deferred income taxes		(11.3	)		11.5
Changes in uncertain tax positions		4.3			(23.9	)
Loss on investments and other assets—net		3.3			3.9
Loss related to Venezuela currency devaluation		3.2			—
Loss on debt extinguishment		35.6			12.1
Net pension and other postretirement benefits plan income		(9.3	)		(23.7	)
Other		14.1			18.6
Changes in operating assets and liabilities—net of acquisitions:
Accounts receivable—net		45.6			(110.0	)
Inventories		12.7			3.7
Prepaid expenses and other current assets		(6.1	)		(2.3	)
Accounts payable		(236.9	)		(112.5	)
Income taxes payable and receivable		(9.4	)		(5.7	)
Accrued liabilities and other		(113.2	)		(113.2	)
Pension and other postretirement benefits plan contributions		(14.7	)		(56.6	)
Net cash provided by operating activities		57.9			9.9
INVESTING ACTIVITIES
Capital expenditures		(84.3	)		(93.7	)
Acquisitions of businesses, net of cash acquired		0.3			0.5
Proceeds from return of capital and sale of investments and other assets		2.2			5.9
Other investing activities		3.2			(2.6	)
Net cash used in investing activities		(78.6	)		(89.9	)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		447.8			450.0
Net change in short-term debt		2.4			(0.6	)
Payments of current maturities and long-term debt		(386.8	)		(621.7	)
Net proceeds from credit facility borrowings		—			260.0
Debt issuance costs		(8.2	)		(7.5	)
Dividends paid		(94.0	)		(93.3	)
Other financing activities		(6.1	)		14.7
Net cash provided by (used in) financing activities		(44.9	)		1.6
Effect of exchange rate on cash and cash equivalents		(10.7	)		(2.3	)
Net decrease in cash and cash equivalents		(76.3	)		(80.7	)
Cash and cash equivalents at beginning of year		430.7			449.7
Cash and cash equivalents at end of period	$	354.4		$	369.0

The accompanying unaudited condensed consolidated interim financial statements include the accounts of R.R. Donnelley & Sons Company and its subsidiaries (the “Company” or “RR Donnelley”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments, as well as an other than normal adjustment as described in the paragraph below, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on February 26, 2013. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2013. All significant intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates.

During the first quarter of 2012, the Company identified and recognized $19.8 million to correct an over-accrual for rebates owed to certain office products customers, which understated accounts receivable and net sales during the years 2008 through 2011. Following qualitative and quantitative review, the Company concluded that the over-accrual was not material to any prior period or to the full year 2012 or the trend of annual operating results.

For the three and six months ended June 30, 2013, the Company recorded $0.1 million and $1.1 million of acquisition-related expenses, respectively, associated with contemplated acquisitions within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

On December 28, 2012, the Company acquired Presort Solutions (“Presort”), a provider of mail presorting services to businesses in various industries. The acquisition of Presort expanded the range of logistics co-mailing capabilities that the Company can provide to its customers and enhanced its integrated offerings. The purchase price for Presort was $11.9 million, net of cash acquired of $0.8 million.

On December 17, 2012, the Company acquired Meisel Photographic Corporation (“Meisel”), a provider of custom designed visual graphics products to the retail market. The acquisition of Meisel expanded and enhanced the range of services the Company offers to its customers. The purchase price for Meisel was $25.4 million, net of cash acquired of $1.0 million.

On September 6, 2012, the Company acquired Express Postal Options International (“XPO”), a provider of international outbound mailing services to pharmaceutical, e-commerce, financial services, information technology, catalog, direct mail and other businesses. The acquisition of XPO expanded the range of logistics capabilities that the Company can provide to its customers and enhanced its integrated offerings. The purchase price for XPO, which included the Company’s estimate of contingent consideration, was $23.4 million, net of cash acquired of $1.0 million. The former owners of XPO may receive contingent consideration in the form of cash payments of up to $4.0 million subject to XPO achieving certain gross profit targets. As of the acquisition date, the Company estimated the fair value of the contingent consideration to be $3.5 million using a probability weighting of the potential payouts. The Company has subsequently revised the estimated fair value of the contingent consideration to $2.9 million as the result of a decrease in the likelihood of achieving certain gross profit targets. The adjustment to the fair value of the contingent consideration was recognized in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. Any further changes in the estimated contingent consideration will also be recognized in the Condensed Consolidated Statements of Operations.

On August 14, 2012, the Company acquired EDGAR Online, a leading provider of disclosure management services, financial data and enterprise risk analytics software and solutions. The acquisition of EDGAR Online expanded and enhanced the range of services that the Company offers to its customers. The purchase price for EDGAR Online was $71.5 million, including debt assumed of $1.4 million and net of cash acquired of $2.1 million. Immediately following the acquisition, the Company repaid the $1.4 million of debt assumed.

Operations of all of the 2012 acquisitions are included in the U.S. Print and Related Services segment.

For the three and six months ended June 30, 2012, the Company recorded $0.5 million and $0.8 million of acquisition-related expenses, respectively, associated with acquisitions contemplated or completed in subsequent periods within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Presort, Meisel, XPO and EDGAR Online acquisitions were recorded by allocating the cost of the acquisitions to the assets acquired, including other intangible assets, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisitions and the fair value of the contingent consideration over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. The tax deductible goodwill related to these acquisitions was $23.7 million.

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

The fair values of technology, amortizable other intangible assets, contingent consideration and goodwill associated with the acquisitions of Presort, Meisel, XPO and EDGAR Online 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	$	31.4	Excess earnings, with and without method	Discount rate Attrition rate	16.0% - 17.0% 7.0% - 20.0%

Technology		14.5	Excess earnings, relief-from-royalty method, cost approach	Discount rate Obsolescence factor Royalty rate (after-tax)	16.0% - 17.0% 10.0% - 20.0% 4.5%

Trade names		3.5	Relief-from-royalty method	Discount rate Royalty rate (after-tax)	15.5% - 17.0% 0.3% - 1.2%

Non-compete agreements		2.6	Excess earnings, with and without method	Discount rate	16.0% - 17.0%

Contingent consideration		3.5	Probability weighted discounted future cash flows	Discount rate	4.5%

If the 2012 acquisitions described above had occurred at January 1, 2011, the Company’s pro forma net sales for the three and six months ended June 30, 2012 would have been $2,596.0 million and $5,187.7 million, respectively.

The unaudited pro forma net sales are 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

periods presented and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition.

The components of the Company’s inventories, net of excess and obsolescence reserves for raw materials and finished goods, at June 30, 2013 and December 31, 2012 were as follows:

The components of the Company’s property, plant and equipment at June 30, 2013 and December 31, 2012 were as follows:

During the three months and six months ended June 30, 2013, depreciation expense was $86.4 million and $174.9 million, respectively. During the three and six months ended June 30, 2012, depreciation expense was $92.6 million and $188.0 million, respectively.

Primarily as a result of restructuring actions, certain facilities and equipment are considered held for sale. The net book value of assets held for sale was $24.1 million and $19.2 million at June 30, 2013 and December 31, 2012, respectively. These assets were included in other current assets in the Condensed Consolidated Balance Sheets at June 30, 2013 and December 31, 2012 at the lower of their historical net book value or their estimated fair value, less estimated costs to sell.

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 were as follows:

	U.S. Print and Related Services			International			Total
Net book value as of December 31, 2012
Goodwill	$	3,299.2		$	1,321.5		$	4,620.7
Accumulated impairment losses		(1,989.9	)		(1,194.4	)		(3,184.3	)
Total		1,309.3			127.1			1,436.4
Foreign exchange and other adjustments		(2.2	)		(1.5	)		(3.7	)
Net book value as of June 30, 2013
Goodwill		3,297.0			1,267.4			4,564.4
Accumulated impairment losses		(1,989.9	)		(1,141.8	)		(3,131.7	)
Total	$	1,307.1		$	125.6		$	1,432.7

The components of other intangible assets at June 30, 2013 and December 31, 2012 were as follows:

	June 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Customer relationships	$	723.5	$	(411.3	)	$	312.2	$	731.1	$	(388.0	)	$	343.1
Patents		98.3		(98.2	)		0.1		98.3		(98.1	)		0.2
Trademarks, licenses and agreements		31.4		(27.2	)		4.2		31.7		(26.1	)		5.6
Trade names		26.9		(11.9	)		15.0		27.1		(11.2	)		15.9
Total amortizable other intangible assets		880.1		(548.6	)		331.5		888.2		(523.4	)		364.8
Indefinite-lived trade names		18.1		—			18.1		18.1		—			18.1
Total other intangible assets	$	898.2	$	(548.6	)	$	349.6	$	906.3	$	(523.4	)	$	382.9

Amortization expense for other intangible assets was $16.1 million and $22.1 million for the three months ended June 30, 2013 and 2012, respectively, and $32.4 million and $46.4 million for the six months ended June 30, 2013 and 2012, respectively.

The following table outlines the estimated annual amortization expense related to other intangible assets as of June 30, 2013:

For the three months ended June 30, 2013 and 2012, the Company recorded the following net restructuring and impairment charges:

	Three Months Ended June 30, 2013								Three Months Ended June 30, 2012
	Employee Terminations		Other Charges		Impairment		Total		Employee Terminations		Other Charges		Impairment		Total
U.S. Print and Related Services	$	2.4	$	8.0	$	2.8	$	13.2	$	10.5	$	8.6	$	7.0	$	26.1
International		4.1		0.8		0.9		5.8		3.0		0.5		—		3.5
Corporate		0.8		—		—		0.8		0.3		2.8		1.3		4.4
Total	$	7.3	$	8.8	$	3.7	$	19.8	$	13.8	$	11.9	$	8.3	$	34.0

For the six months ended June 30, 2013 and 2012, the Company recorded the following net restructuring and impairment charges:

	Six Months Ended June 30, 2013								Six Months Ended June 30, 2012
	Employee Terminations		Other Charges		Impairment		Total		Employee Terminations		Other Charges		Impairment		Total
U.S. Print and Related Services	$	9.5	$	16.5	$	6.7	$	32.7	$	38.9	$	11.9	$	15.0	$	65.8
International		5.8		1.3		0.7		7.8		6.8		1.1		1.0		8.9
Corporate		0.8		0.8		0.4		2.0		4.9		2.8		1.6		9.3
Total	$	16.1	$	18.6	$	7.8	$	42.5	$	50.6	$	15.8	$	17.6	$	84.0

For the three and six months ended June 30, 2013, the Company recorded net restructuring charges of $7.3 million and $16.1 million, respectively, for employee termination costs for 579 employees, of whom 504 were terminated as of June 30, 2013. These charges primarily related to the closing of two manufacturing facilities within the U.S. Print and Related Services segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $8.8 million and $18.6 million, respectively, for the three and six months ended June 30, 2013, including charges related to multi-employer pension plan withdrawal obligations. For the three and six months ended June 30, 2013, the Company also recorded $3.7 million and $7.8 million, respectively, of impairment charges primarily related to buildings and machinery and equipment associated with facility closings.

For the three and six months ended June 30, 2012, the Company recorded net restructuring charges of $13.8 million and $50.6 million, respectively, for employee termination costs for 1,820 employees, substantially all of whom were terminated as of June 30, 2013. These charges primarily related to actions resulting from the reorganization of sales and administrative functions across all segments, the closing of four manufacturing facilities within the U.S. Print and Related Services segment and one manufacturing facility within the International segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of $11.9 million and $15.8 million for the three and six months ended June 30, 2012, respectively. The Company also recorded $8.3 million and $17.6 million, respectively, of impairment charges primarily related to machinery and equipment associated with the facility closings and other asset disposals for the three and six months ended June 30, 2012, respectively.

The fair values of the buildings and machinery and equipment were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions with real estate brokers, review of comparable properties, if available, discussions with machinery and equipment brokers, dealer quotes and internal expertise related to the current marketplace conditions.

Activity impacting the Company’s restructuring reserve for the six months ended June 30, 2013 was as follows:

	December 31, 2012		Restructuring Charges		Foreign Exchange and Other			Cash Paid			June 30, 2013
Employee terminations	$	23.4	$	16.1	$	(0.3	)	$	(18.6	)	$	20.6
Multi-employer pension plan withdrawal obligations		25.1		10.6		(0.1	)		(1.3	)		34.3
Lease terminations and other		30.0		8.0		0.7			(14.6	)		24.1
Total	$	78.5	$	34.7	$	0.3		$	(34.5	)	$	79.0

The current portion of restructuring reserves of $30.1 million at June 30, 2013 was included in accrued liabilities, while the long-term portion of $48.9 million, primarily related to multi-employer pension plan complete or partial withdrawal obligations and lease termination costs, was included in other noncurrent liabilities at June 30, 2013.

The Company anticipates that payments associated with the employee terminations reflected in the above table will be substantially completed by June of 2014. Payments on the multi-employer pension plan complete or partial withdrawal obligations are scheduled to be substantially completed by 2032. Changes based on uncertainties in these estimated withdrawal obligations, such as the financial stability of other employers participating in the plan, could affect the ultimate charges related to multi-employer pension plan withdrawals.

As of June 30, 2013, the restructuring liabilities classified as “lease terminations and other” consisted of lease terminations, other facility closing costs and contract termination costs. Payments on certain of the lease obligations are scheduled to continue until 2026. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charges related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the Condensed Consolidated Financial Statements of future periods.

The components of the estimated net pension and other postretirement benefits plan income for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Pension (income) expense
Service cost	$	0.8		$	1.6		$	1.6		$	3.5
Interest cost		44.5			47.4			89.1			94.8
Expected return on plan assets		(60.6	)		(65.8	)		(121.2	)		(131.6	)
Amortization, net		12.6			6.8			25.2			13.9
Net pension income	$	(2.7	)	$	(10.0	)	$	(5.3	)	$	(19.4	)
Other postretirement benefits plan (income) expense
Service cost	$	1.9		$	1.6		$	3.7		$	3.3
Interest cost		4.0			4.6			8.1			9.2
Expected return on plan assets		(2.9	)		(3.4	)		(5.9	)		(6.9	)
Amortization, net		(5.0	)		(4.9	)		(9.9	)		(9.9	)
Net other postretirement benefits plan income	$	(2.0	)	$	(2.1	)	$	(4.0	)	$	(4.3	)

The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including stock options, restricted stock units and performance share units. The total compensation expense related to all share-based compensation plans was $7.1 million and $11.1 million for the three and six months ended June 30, 2013, respectively. The total compensation expense related to all share-based compensation plans was $7.4 million and $14.8 million for the three and six months ended June 30, 2012, respectively.

There were no options granted during the six months ended June 30, 2013. The Company granted 1,221,000 stock options, with a grant date fair market value of $2.96, during the six months ended June 30, 2012. The fair market value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model.

The assumptions used to determine the fair market value of the stock options granted during the six months ended June 30, 2012 were as follows:

Stock option awards as of December 31, 2012 and June 30, 2013, and changes during the six months ended June 30, 2013, were as follows:

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on June 30, 2013 and December 31, 2012, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on June 30, 2013 and December 31, 2012. This amount will change in future periods based on the fair market value of the Company’s stock and the number of options outstanding. Total intrinsic value of options exercised for the three and six months ended June 30, 2013 was $0.4 million. There were no options exercised during the three months ended June 30, 2012. Total intrinsic value of options exercised for the six months ended June 30, 2012 was $1.2 million.

Compensation expense related to stock options for the three and six months ended June 30, 2013 was $0.4 million and $0.8 million, respectively. Compensation expense related to stock options for the three and six months ended June 30, 2012 was $0.7 million and $1.8 million, respectively. As of June 30, 2013, $2.4 million of total unrecognized compensation expense related to 1.0 million stock options with a weighted average fair market value of $3.28, is expected to be recognized over a weighted average period of 2.2 years.

Nonvested restricted stock unit awards as of December 31, 2012 and June 30, 2013, and changes during the six months ended June 30, 2013, were as follows:

Compensation expense related to restricted stock units for the three and six months ended June 30, 2013 was $6.0 million and $9.2 million, respectively. Compensation expense related to restricted stock units for the three and six months ended June 30, 2012 was $6.2 million and $12.0 million, respectively. As of June 30, 2013, there was $20.7 million of unrecognized share-based compensation expense related to approximately 2.4 million of restricted stock unit awards, with a weighted average grant date fair market value of $11.95, that are expected to vest over a weighted average period of 2.4 years. The fair value of these awards was determined based on the Company’s stock price on the grant date reduced by the present value of expected dividends through the vesting period.

Nonvested performance share unit awards as of December 31, 2012 and June 30, 2013, and changes during the six months ended June 30, 2013, were as follows:

During the six months ended June 30, 2013, 485,000 performance share unit awards were granted to certain executive officers, payable upon the achievement of certain established performance targets. The performance period for the shares awarded is January 1, 2013 through December 31, 2015. Distributions under these awards are payable at the end of the performance period in common stock or cash, at the Company’s discretion. The total potential payouts for awards granted during the six months ended June 30, 2013 range from 242,500 to 485,000 shares, should certain performance targets be achieved. The fair value of these awards was determined based on the Company’s stock price on the grant date reduced by the present value of expected dividends through the vesting period. These awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death, permanent disability or retirement of the grantee or a change in control of the Company.

Compensation expense for the performance share unit awards granted in 2013 and 2012 is being recognized based on the maximum estimated payout of 485,000 and 233,000 shares, for each respective period. Compensation expense for awards granted during 2011 is currently being recognized based on an estimated payout of 50%, or 117,500 shares. Compensation expense related to performance share unit awards for the three and six months ended June 30, 2013 was $0.7 million and $1.1 million, respectively. Compensation expense related to performance share unit awards for the three and six months ended June 30, 2012 was $0.5 million and $1.0 million respectively. As of June 30, 2013, there was $5.0 million of unrecognized compensation expense related to performance share unit awards, which is expected to be recognized over a weighted average period of 2.2 years.

The Company’s equity as of December 31, 2012 and June 30, 2013, and changes during the six months ended June 30, 2013, were as follows:

Delaware		36-1004130
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

111 South Wacker Drive, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip code)

		Page
	PART I
FINANCIAL INFORMATION		3

Item 1:	Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	3

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012	4

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2012	5

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4:	Controls and Procedures	46

	PART II

OTHER INFORMATION

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 4:	Mine Safety Disclosures	47

Item 6:	Exhibits	47

Signatures		50

Accounts receivable	$	18.3
Inventories		2.0

Prepaid expenses and other current assets		4.3

Property, plant and equipment		10.4

Amortizable other intangible assets		37.5
Other noncurrent assets		15.1

Goodwill		55.8
Accounts payable and accrued liabilities		(21.5	)
Other noncurrent liabilities		(0.1	)
Deferred taxes-net		10.4
Total purchase price-net of cash acquired		132.2

Less: debt assumed		1.4
Less: fair value of contingent consideration		3.5

Net cash paid	$	127.3

	June 30, 2013			December 31, 2012
Raw materials and manufacturing supplies	$	215.0		$	214.2
Work in process		157.2			158.8
Finished goods		214.2			229.3
LIFO reserve		(93.1	)		(92.1	)

Total	$	493.3		$	510.2

	June 30, 2013			December 31, 2012
Land	$	95.0		$	98.7
Buildings		1,154.7			1,167.0
Machinery and equipment		5,986.8			6,022.7
		7,236.5			7,288.4
Accumulated depreciation		(5,748.9	)		(5,671.8	)
Total	$	1,487.6		$	1,616.6

For the year ending December 31,	Amount
2013	$	64.2
2014		63.2
2015		57.5
2016		39.1
2017		32.7
2018 and thereafter		107.2
Total	$	363.9

	2012
Expected volatility		39.71	%
Risk-free interest rate		1.18	%
Expected life (years)		6.25
Expected dividend yield		5.06	%

	Shares Under Option (thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (millions)
Outstanding at December 31, 2012		4,726		$	18.90		6.2	$	2.1
Exercised		(88	)		7.09
Cancelled/forfeited/expired		(361	)		18.20
Outstanding at June 30, 2013		4,277			19.20		6.2		7.9
Vested and expected to vest at June 30, 2013		4,235			19.26		6.2		7.9
Exercisable at June 30, 2013		1,356		$	8.68		6.5	$	7.2

	Shares (thousands)			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2012		3,246		$	11.85
Granted		1,377			9.59
Vested		(1,998	)		10.19
Forfeited		(72	)		11.27
Nonvested at June 30, 2013		2,553		$	11.94

	Shares (thousands)		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2012		468	$	12.84
Granted		485		8.85
Nonvested at June 30, 2013		953	$	10.81

	RR Donnelley Shareholders’ Equity			Noncontrolling Interest			Total Equity
Balance at December 31, 2012	$	52.8		$	15.9		$	68.7
Net earnings (loss)		92.5			(0.7	)		91.8
Other comprehensive income (loss)		(14.8	)		0.1			(14.7	)
Share-based compensation		11.1			—			11.1
Issuance of share-based awards, net of withholdings and other		(6.7	)		—			(6.7

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