RRD.WI Donnelley (R.R.) & Sons Co.

RR Donnelley Announces Share Repurchase Transaction CHICAGO, Jan. 3 /PRNewswire-FirstCall/ -- R.R. Donnelley & Sons Company (NYSE:RRD) and GSC Partners today announced arrangements that will result in the sale by GSC Partners of its entire 4.8% interest in RR Donnelley for approximately $360 million, including the repurchase of approximately $200 million of GSC Partners' holdings by RR Donnelley in a share repurchase transaction. Details of the transactions are as follows: -- GSC Partners has sold approximately 4.7 million shares of RR Donnelley common stock to Goldman, Sachs & Co. to be sold in an underwritten offering. Goldman, Sachs & Co. is the underwriter for this offering. -- RR Donnelley will agree to repurchase approximately 6 million shares of its common stock from GSC Partners for a purchase price of approximately $200 million. The offering is expected to close on January 6, 2005 and the repurchase of shares by RR Donnelley will be consummated upon completion of the distribution of the shares to the public by Goldman, Sachs & Co. Alfred C. Eckert III, Chairman and Chief Executive Officer of GSC Partners, and Robert F. Cummings, Jr., a senior advisor to GSC Partners, are directors of RR Donnelley who recused themselves from the board's consideration of RR Donnelley's repurchase from GSC. On December 16, 2004, RR Donnelley announced that its board of directors had approved a $300 million share repurchase, approximately $200 million of which is being used for the repurchase from GSC Partners. As a result, RR Donnelley will not proceed with a $200 million accelerated share repurchase at this time. RR Donnelley is authorized to use the remaining $100 million available under the share repurchase through a variety of methods, including open market purchases, block transactions, accelerated share repurchase arrangements, or private transactions. Such purchases may be made from time to time and may be discontinued at any time. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A shelf registration statement relating to the common stock that the selling stockholders intend to sell has previously been filed with, and declared effective by, the Securities and Exchange Commission. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the final prospectus supplement and accompanying prospectus, when available, may be obtained from Goldman, Sachs & Co., 85 Broad Street, New York, NY, 10004, Attn: Prospectus Department, telephone (212) 902-1171. About RR Donnelley RR Donnelley (NYSE:RRD) designs, manages and produces words and images, and brings them to life on paper and in digital form for customers in the publishing, healthcare, advertising, retail, technology, financial services, and many other industries. Founded 140 years ago, the Company provides solutions in commercial printing, forms and labels, direct mail, financial printing, print fulfillment, business communication outsourcing, logistics, online services, digital photography, and content and database management. The largest companies in the world and others rely on RR Donnelley's scale, scope and insight through a comprehensive range of online tools, variable printing services, and market-specific solutions. As the largest printer in North America with strong positions across the globe, RR Donnelley is changing the role of print in every marketplace it serves. For more information, visit the Company's web site at http://www.rrdonnelley.com/ . Use of Forward-Looking Statements This press release contains "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. Many of the factors that could cause material differences in the expected results of RR Donnelley relate to the integration of Moore Wallace Incorporated, which was acquired by RR Donnelley on February 27, 2004. These factors include, without limitation, the following: the development and execution of comprehensive plans for asset rationalization, the ability to eliminate duplicative overhead without excessive cost or adversely affecting the business, the potential loss of customers and employees as a result of the transaction, the ability to achieve procurement savings by leveraging total spending across the organization, the success of the organization in leveraging its comprehensive product offering to the combined customer base as well as the ability of the organization to complete the integration of the combined companies without losing focus on the business. In addition, the ability of the combined company to achieve the expected net sales, accretion and synergy savings will also be affected by the effects of competition (in particular the response to the transaction in the marketplace), the effects of pricing of paper and other raw materials and fuel price fluctuations and shortages of supply, the rate of migration from paper-based forms to digital formats, the impact of currency fluctuations in the countries in which RR Donnelley operates, general economic and other factors beyond the combined company's control, and other risks and uncertainties described in RR Donnelley's periodic filings with the Securities and Exchange Commission (SEC). 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. DATASOURCE: R.R. Donnelley and Sons Company CONTACT: Dan Leib, Vice President, Investor Relations of R.R. Donnelley and Sons Company, +1-312-326-7710, or Web site: http://www.rrdonnelley.com/

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