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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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).

As of ~~October 31, 2016, 69.8~~July 28, 2017, 70.0 million shares of common stock were outstanding.

	September 30,			December 31,			June 30,			December 31,
	2016			2015			2017			2016
ASSETS
Cash and cash equivalents	$	411.8		$	389.6		$	224.0		$	317.5
Receivables, less allowances for doubtful accounts of $53.6 in 2016 (2015 - $41.5)		2,109.3			2,000.4
Inventories (Note 3)		651.1			592.0
Receivables, less allowances for doubtful accounts of $35.7 in 2017 (2016 - $35.9)								1,301.5			1,354.4
Inventories (Note 4)								392.4			379.6
Prepaid expenses and other current assets		140.3			119.7			142.3			136.7
Investment in LSC and Donnelley Financial (Note 2)								2.3			328.7
Total current assets		3,312.5			3,101.7			2,062.5			2,516.9
Property, plant and equipment-net (Note 4)		1,342.3			1,448.1
Goodwill (Note 5)		1,787.3			1,743.6
Other intangible assets-net (Note 5)		403.3			438.0
Property, plant and equipment-net (Note 5)								633.2			650.3
Goodwill (Note 6)								607.1			602.0
Other intangible assets-net (Note 6)								157.5			171.9
Deferred income taxes		211.1			178.2			119.7			108.9
Other noncurrent assets		416.0			369.7			251.8			234.7
Total assets	$	7,472.5		$	7,279.3		$	3,831.8		$	4,284.7
LIABILITIES
Accounts payable	$	1,172.7		$	1,322.3		$	911.6		$	1,001.2
Accrued liabilities		793.3			780.4			409.7			541.7
Short-term and current portion of long-term debt (Note 13)		255.6			234.6
Short-term and current portion of long-term debt (Note 15)								19.1			8.2
Total current liabilities		2,221.6			2,337.3			1,340.4			1,551.1
Long-term debt (Note 13)		3,635.3			3,188.3
Long-term debt (Note 15)								2,233.4			2,379.2
Pension liabilities		554.7			514.4			105.9			119.4
Other postretirement benefits plan liabilities		163.3			168.8			130.3			134.1
Other noncurrent liabilities		359.2			373.9			183.3			193.1
Total liabilities		6,934.1			6,582.7			3,993.3			4,376.9
Commitments and Contingencies (Note 12)
EQUITY (Note 8)
RR Donnelley stockholders' equity
Commitments and Contingencies (Note 14)
EQUITY (Note 10)
RRD stockholders' equity
Preferred stock, $1.00 par value
Authorized: 2.0 shares; Issued: None		—			—			—			—
Common stock, $0.01 par value in 2016 (2015 - $1.25)
Common stock, $0.01 par value
Authorized: 165.0 shares;
Issued: 89.0 shares in 2016 and 2015		0.9			111.2
Issued: 89.0 shares in 2017 and 2016								0.9			0.9
Additional paid-in-capital		3,473.8			3,386.8			3,449.0			3,468.5
Accumulated deficit		(765.6	)		(620.6	)		(2,140.1	)		(2,155.4	)
Accumulated other comprehensive loss		(815.7	)		(793.2	)		(143.0	)		(55.7	)
Treasury stock, at cost, 19.2 shares in 2016 (2015 - 19.4 shares)		(1,369.0	)		(1,401.5	)
Total RR Donnelley stockholders' equity		524.4			682.7
Treasury stock, at cost, 19.0 shares in 2017 (2016 - 19.1 shares)								(1,341.9	)		(1,364.0	)
Total RRD stockholders' equity								(175.1	)		(105.7	)
Noncontrolling interests		14.0			13.9			13.6			13.5
Total equity		538.4			696.6			(161.5	)		(92.2	)
Total liabilities and equity	$	7,472.5		$	7,279.3		$	3,831.8		$	4,284.7

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2016			2015			2016			2015			2017			2016				2017			2016
Products net sales	$	2,281.6		$	2,359.0		$	6,706.3		$	6,883.8		$	1,263.4		$	1,231.7			$	2,552.3		$	2,474.4
Services net sales		490.8			469.0			1,447.2			1,438.4			382.6			400.9				770.0			803.8
Total net sales		2,772.4			2,828.0			8,153.5			8,322.2			1,646.0			1,632.6				3,322.3			3,278.2

Products cost of sales (exclusive of depreciation and amortization)		1,780.5			1,844.8			5,237.2			5,386.5			1,020.7			985.2				2,045.0			1,957.1
Services cost of sales (exclusive of depreciation and amortization)		384.2			363.3			1,134.4			1,120.3			322.2			331.0				646.4			672.2
Total cost of sales		2,164.7			2,208.1			6,371.6			6,506.8			1,342.9			1,316.2				2,691.4			2,629.3

Products gross profit		501.1			514.2			1,469.1			1,497.3			242.7			246.5				507.3			517.3
Services gross profit		106.6			105.7			312.8			318.1			60.4			69.9				123.6			131.6
Total gross profit		607.7			619.9			1,781.9			1,815.4			303.1			316.4				630.9			648.9
Selling, general and administrative expenses (exclusive of depreciation and amortization)		333.4			328.4			1,099.9			972.4			213.2			233.6				435.9			462.9
Restructuring, impairment and other charges-net (Note 6)		15.0			52.9			38.4			104.9
Restructuring, impairment and other charges-net (Note 7)														3.8			8.2				12.9			13.5
Depreciation and amortization		101.5			115.3			312.5			341.5			47.5			49.9				96.1			102.5
Other operating expense (income)		0.3			—			(12.0	)		—
Other operating income														—			—				—			(12.3	)
Income from operations		157.5			123.3			343.1			396.6			38.6			24.7				86.0			82.3
Interest expense-net		67.1			69.0			204.1			207.2			45.5			51.4				93.8			101.8
Investment and other (income) expense-net		(0.6	)		3.0			0.4			43.2
Investment and other (income) expense -net														(93.1	)		0.7				(44.4	)		0.6
Loss on debt extinguishments		85.3			—			85.3			—			13.6			—				13.6			—
Earnings before income taxes		5.7			51.3			53.3			146.2
Income tax expense		12.5			39.7			34.3			79.1
Net (loss) earnings		(6.8	)		11.6			19.0			67.1
Less: Income (loss) attributable to noncontrolling interests		0.3			(2.7	)		0.8			(13.0	)
Net (loss) earnings attributable to RR Donnelley common stockholders	$	(7.1	)	$	14.3		$	18.2		$	80.1
Earnings (loss) before income taxes														72.6			(27.4	)			23.0			(20.1	)
Income tax benefit														(4.1	)		(4.4	)			(3.9	)		(1.0	)
Net earnings (loss) from continuing operations														76.7			(23.0	)			26.9			(19.1	)
Income from discontinued operations, net of tax (Note 2)														—			8.7				—			44.9
Net earnings (loss)														76.7			(14.3	)			26.9			25.8
Less: Income attributable to noncontrolling interests														0.2			0.2				0.5			0.5
Net earnings (loss) attributable to RRD common stockholders													$	76.5		$	(14.5	)		$	26.4		$	25.3

Net (loss) earnings per share attributable to RR Donnelley common stockholders (Note 9):
Basic net (loss) earnings per share⁽¹⁾	$	(0.10	)	$	0.21		$	0.26		$	1.18
Diluted net (loss) earnings per share⁽¹⁾	$	(0.10	)	$	0.20		$	0.26		$	1.17
Basic net earnings (loss) per share attributable to RRD common stockholders (Note 11):
Continuing operations													$	1.09		$	(0.33	)		$	0.38		$	(0.28	)
Discontinued operations													$	—		$	0.12			$	—		$	0.64
Net earnings (loss) attributable to RRD stockholders													$	1.09		$	(0.21	)		$	0.38		$	0.36

Dividends declared per common share⁽¹⁾	$	0.78		$	0.78		$	2.34		$	2.34
Diluted net earnings (loss) per share attributable to RRD common stockholders (Note 11):
Continuing operations													$	1.09		$	(0.33	)		$	0.38		$	(0.28	)
Discontinued operations													$	—		$	0.12			$	—		$	0.64
Net earnings (loss) attributable to RRD													$	1.09		$	(0.21	)		$	0.38		$	0.36

Dividends declared per common share													$	0.14		$	0.78			$	0.28		$	1.56

Weighted average number of common shares outstanding:
Basic⁽¹⁾		70.0			69.7			70.0			68.1
Diluted⁽¹⁾		70.0			70.1			70.5			68.5
Basic														70.1			70.0				70.1			69.9
Diluted														70.2			70.0				70.3			69.9

Three Months Ended

Nine Months Ended

September 30,

September 30,

2016

2015

2016

2015

Net (loss) earnings

$
(6.8
)

$
11.6

$
19.0

$
67.1

Other comprehensive (loss) income, net of tax (Note 10):

Translation adjustments

(4.4
)

(37.5
)

(9.0
)

(42.5
)
Adjustment for net periodic pension and postretirement benefits plan cost

(19.4
)

2.2

(13.3
)

10.4

Change in fair value of derivatives

—

0.1

—

0.1

Other comprehensive loss

(23.8
)

(35.2
)

(22.3
)

(32.0
)
Comprehensive (loss) income

(30.6
)

(23.6
)

(3.3
)

35.1

Less: comprehensive income (loss) attributable to noncontrolling interests

0.3

(3.7
)

1.0

(14.0
)
Comprehensive (loss) income attributable to RR Donnelley
common stockholders

$
(30.9
)

$
(19.9
)

$
(4.3
)

$
49.1

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Net earnings (loss)	$	76.7		$	(14.3	)	$	26.9		$	25.8

Other comprehensive (loss) income, net of tax (Note 12):
Translation adjustments		20.1			(22.5	)		29.1			(4.6	)
Adjustment for available-for-sale securities		(85.2	)		—			(117.5	)		—
Adjustment for net periodic pension and postretirement benefits plan cost		0.7			6.7			1.4			6.1
Other comprehensive (loss) income		(64.4	)		(15.8	)		(87.0	)		1.5
Comprehensive income (loss)		12.3			(30.1	)		(60.1	)		27.3
Less: comprehensive income attributable to noncontrolling interests		0.3			0.2			0.8			0.7
Comprehensive income (loss) attributable to RRD common stockholders	$	12.0		$	(30.3	)	$	(60.9	)	$	26.6

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2016			2015			2017			2016
OPERATING ACTIVITIES
Net earnings	$	19.0		$	67.1		$	26.9		$	25.8
Adjustments to reconcile net earnings to net cash provided by operating activities:
Impairment charges		0.8			29.4
Adjustments to reconcile net earnings to net cash used in operating activities:
Impairment charges - net								0.3			0.6
Depreciation and amortization		312.5			341.5			96.1			211.0
Provision for doubtful accounts receivable		20.4			12.5			1.4			12.5
Share-based compensation		13.4			13.6			4.3			10.0
Deferred income taxes		(33.5	)		(43.0	)		(5.3	)		(20.8	)
Changes in uncertain tax positions		(0.4	)		9.4			0.4			(1.4	)
(Gain) loss on investments and other assets - net		(13.0	)		13.1
Loss related to Venezuela currency remeasurement-net		—			30.3
Gain on investments and other assets - net								(2.4	)		(12.4	)
Realized gain on disposition of available-for-sale securities - net								(40.8	)		—
Loss on debt extinguishments								13.6			—
Net pension and other postretirement benefits plan income		(55.1	)		(33.2	)		(7.3	)		(38.1	)
Net loss on pension and other postretirement benefits plan settlements and curtailments (Note 7)		78.8			—
Loss on debt extinguishments		85.3			—
Loss on pension settlement								—			96.9
Other		9.6			20.8			9.3			3.3
Changes in operating assets and liabilities - net of acquisitions:
Changes in operating assets and liabilities - net of dispositions:
Accounts receivable - net		(126.0	)		(54.9	)		69.8			14.2
Inventories		(57.6	)		(29.1	)		(8.0	)		(3.3	)
Prepaid expenses and other current assets		(9.2	)		5.5			(6.9	)		(10.8	)
Accounts payable		(159.6	)		(72.3	)		(111.2	)		(274.5	)
Income taxes payable and receivable		(35.6	)		18.8			(3.4	)		(15.2	)
Accrued liabilities and other		(23.4	)		(105.5	)		(79.6	)		(84.9	)
Pension and other postretirement benefits plan contributions		(18.6	)		(19.8	)		(9.0	)		(13.2	)
Net cash provided by operating activities		7.8			204.2
Net cash used in operating activities								(51.8	)		(100.3	)
INVESTING ACTIVITIES
Capital expenditures		(147.9	)		(152.8	)		(54.2	)		(101.4	)
Acquisitions of businesses, net of cash acquired		(47.5	)		(118.3	)
Dispositions of businesses		13.7			0.6
Disposition of businesses								—			13.4
Proceeds from sales of investments and other assets		3.7			17.4			126.7			3.1
Transfers from restricted cash		13.7			—			0.7			14.9
Other investing activities		(3.6	)		(7.9	)		—			(2.1	)
Net cash used in investing activities		(167.9	)		(261.0	)
Net cash provided by (used in) investing activities								73.2			(72.1	)
FINANCING ACTIVITIES
Net change in short-term debt		5.7			12.9			12.3			0.9
Payments of current maturities and long-term debt		(786.6	)		(271.8	)		(200.4	)		(2.9	)
Proceeds from issuance of long-term debt		1,164.0			—
Payments on Credit Agreement borrowings								(655.0	)		—
Proceeds from Credit Agreement borrowings								820.0			—
Net proceeds from credit facility borrowings		—			225.0			—			185.0
Proceeds from termination of interest rate swaps		2.5			—
Debt issuance costs		(37.5	)		—
Dividends paid		(163.2	)		(158.4	)		(19.6	)		(108.7	)
Net transfer of cash and cash equivalents to LSC and Donnelley Financial								(78.0	)		—
Other financing activities		2.5			3.5			(1.6	)		1.9
Net cash provided by (used in) financing activities		187.4			(188.8	)
Net cash (used in) provided by financing activities								(122.3	)		76.2
Effect of exchange rate on cash and cash equivalents		(5.1	)		(25.0	)		7.4			(2.8	)
Net decrease in cash and cash equivalents		22.2			(270.6	)		(93.5	)		(99.0	)
Cash and cash equivalents at beginning of year		389.6			527.9			317.5			389.6
Cash and cash equivalents at end of period	$	411.8		$	257.3		$	224.0		$	290.6

Supplemental non-cash disclosure:
SUPPLEMENTAL NON-CASH DISCLOSURE:
Assumption of warehousing equipment related to customer contract	$	8.8		$	—		$	—		$	8.8
Debt-for-debt exchange, including debt issuance costs of $5.5 million	$	300.0		$	—
Issuance of 2.7 million shares of RR Donnelley stock for acquisition of business	$	—		$	154.2
Debt-for-equity exchange								130.5			—

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”~~“RRD”) 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 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, ~~2015~~2016 filed with the SEC on February ~~25, 2016.~~28, 2017. Operating results for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2016.~~2017. 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.

On October 1, 2016, the Company completed the ~~previously announced~~ separation of its financial communications and data services business (“Donnelley Financial Solutions, Inc.” or “Donnelley Financial”) and the publishing and retail-centric print services and office products business (“LSC Communications, Inc.” or “LSC”) into two separate publicly-traded companies (the "Separation"). The Company completed the ~~tax free~~tax-free distribution of ~~approximately 26.2 million shares, or~~ 80.75%, of the outstanding common stock of each Donnelley Financial and ~~26.2 million shares, or 80.75%, of the outstanding common stock of~~ LSC to the Company’s stockholders ~~(the “Distribution”). The Distribution was made to the Company’s stockholders~~ of record ~~as of the close of business~~ on September 23, 2016 who received one share of each Donnelley Financial ~~common stock~~ and ~~one share of~~ LSC ~~common stock~~ for every eight shares of ~~RR Donnelley~~RRD common stock ~~held~~owned as of the record ~~date. As a result~~date (the “Distribution”). The Company retained 19.25% of the ~~Distribution,~~outstanding common stock of each Donnelley Financial and LSC are now independent public companies trading under the symbols “DFIN” and “LKSD”, respectively, on the New York Stock Exchange. Immediately following the Distribution, the Company held 6.2 million shares of Donnelley Financial Solutions common stock and 6.2 million shares of LSC common stock.LSC. The Company will account for these investments as available-for-sale equity securities. The value of the Company’s investment in Donnelley Financial and LSC was approximately $350.1 million, calculated using the mid-point stock price for each company’s common stock on October 3, 2016.

~~The accompanying unaudited condensed consolidated interim~~historical financial ~~statements include the historical~~ results of Donnelley Financial and LSC asprior to the Separation, ~~did not take place until October 1, 2016. In future filings,~~are presented as discontinued operations on the ~~historical~~Condensed Consolidated Statements of Operations and, as such, have been excluded from both continuing operations and segment results offor all periods presented. Sales from RRD to Donnelley Financial and LSC ~~will be presented~~previously eliminated in consolidation have been recast and are now shown as ~~discontinued~~external sales within the financial results of continuing operations. ~~As a result of~~These net sales were $36.3 million and $77.9 million for the ~~Separation,~~three and six months ended June 30, 2016, respectively. Unless indicated otherwise, the ~~accompanying unaudited interim condensed consolidated interim financial statements are not indicative of~~information in the Notes to Condensed Consolidated Financial Statements relates to the Company's ~~future financial position, results of operations or cash flows.~~

~~In conjunction with~~continuing operations. Prior periods have been recast to reflect the ~~Separation,~~Company's current segment reporting structure. See Note 2, Discontinued Operations, for more information on the Company entered into certain agreements with Donnelley Financial and LSC, to implement the legal and structural separation from Donnelley Financial and LSC, govern the relationship between the Company, Donnelley Financial and LSC up to and after the completion of the Separation, and allocate between the Company, Donnelley Financial and LSC various assets, liabilities and obligations, including, among other things, employee benefits, intellectual property and tax-related assets and liabilities. These agreements included the Separation and Distribution Agreement, Transition Services Agreement, Tax Disaffiliation Agreement, Patent Assignment and License Agreement, Trademark Assignment and License Agreement, Data Assignment and License Agreement, Software, Copyright and Trade Secret Assignment and License Agreement, Stockholder and Registration Rights Agreement and commercial and other arrangements and agreements.Separation.

Immediately following the Distribution on October 1, 2016, the Company ~~effected~~affected a ~~one for three~~one-for-three reverse stock split for ~~RR Donnelley~~RRD common stock (the “Reverse Stock Split”). The Reverse Stock Split was approved by the Company’s Board of Directors on September 14, 2016 and previously approved by the Company’s stockholders at the annual meeting on May 19, 2016.

As a result of the Reverse Stock Split, the number of issued and outstanding and treasury shares of the Company’s common stock ~~will be~~was reduced proportionally based on the Reverse Stock Split ratio of one share for every three shares of common stock held before the Reverse Stock ~~Split. No fractional shares of RR Donnelley common stock were distributed to stockholders in connection~~

Splitwith the Reverse Stock Split, but instead, all fractional shares were aggregated by the Company’s transfer agent and sold at the prevailing price in the open-market on October 6, 2016. The total number of aggregated shares of the Company’s common stock of 3,088 shares was sold for total net cash proceeds of less than $0.1 million which was then paid to stockholders in an amount equal to their respective pro rata share of the total net cash proceeds.. All references in these unaudited condensed consolidated interim financial statements to the number of shares of common stock and per share amounts have been retroactively adjusted to give effect to the Reverse Stock Split.

Immediately following the Distribution, the Company held approximately 6.2 million shares of Donnelley Financial Solutions common stock and approximately 6.2 million shares of LSC common stock. The Company accounts for these investments as available-for-sale equity securities. In March 2017, the Company sold the 6.2 million shares of LSC common stock it retained upon spinoff for net proceeds of $121.4 million, resulting in a realized loss of $51.6 million, which was recorded within investment and other income (expense)-net in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2017. In June 2017, the Company completed a non-cash debt-for-equity exchange, in which RRD exchanged 6,143,208 of its retained shares of Donnelley Financial for the extinguishment of $111.6 million in aggregate principal amount of RRD indebtedness. See Note 15, Debt, for additional details of this debt-for-equity transaction. As of June 30, 2017, the fair value of the remaining 99,594 retained shares of Donnelley Financial common stock was $2.3 million.

The significant non-cash items and capital expenditures of discontinued operations were as follows:

In connection with the Separation, the Company entered into transition services agreements with Donnelley Financial and LSC under which the companies will provide one another with certain services to help ensure an orderly transition following the Separation (the “Transition Services Agreement”). The charges for these services are intended to allow the companies, as applicable, to recover the direct and indirect costs incurred in providing such services. The Transition Services Agreement generally provides for a term of services starting at the Separation date and continuing for a period of up to twenty-four months following the Separation. During the three and six months ended June 30, 2017, the Company recognized $2.2 million and $5.0 million, respectively, as a reduction of costs within selling general and administrative expenses within the Condensed Consolidated Statements of Operations from the Transition Services Agreement.

The Company also entered into various commercial agreements which govern sales transactions between the companies. Under these commercial agreements, the Company recognized the following transactions with LSC and Donnelley Financial during the three and six months ended June 30, 2017:

Additionally, the Company had the following balances recorded within the Condensed Consolidated Balance Sheets associated with LSC and Donnelley Financial:

The Company also recognized $75.2 million of net cash inflow from Donnelley Financial and LSC within operating activities in the Condensed Consolidated Statements of Cash Flows during the six months ended June 30, 2017.

OnOn August 4, 2016, the Company acquired Precision Dialogue Holdings, LLC (“Precision Dialogue”), a provider of email marketing, direct mail marketing and other services with operations in the United States for a purchase price, net of cash acquired, of approximately ~~$58.6~~$59.2 million. The acquisition expanded the Company’s ability to help its customers measure communications effectiveness and audience engagement. During the three and six months ended June 30, 2017, Precision Dialogue contributed ~~$8.2~~$13.7 million and $27.5 million, respectively, in sales and ~~a loss~~income before income taxes of ~~$1.1~~$0.6 million ~~during the~~ ~~three~~ and ~~nine months ended September 30, 2016 and~~ $1.5 million, respectively. Precision Dialogue is included within the operating results of the Variable Print and Strategic Services segments.

On January 11, 2016, the Company sold two entities within the business process outsourcing reporting unit for net proceeds of $13.4 million. This resulted in a net gain of $12.3 million during the six months ended June 30, 2016, which was recorded in other operating income in the Condensed Consolidated Statements of Operations. Additionally, during the three months ended September 30, 2016, the Company sold three immaterial entities in the International segment.

The ~~Precision Dialogue acquisition was recorded by allocating the cost~~components of the ~~acquisition to the assets acquired, including other intangible assets, based on their estimated fair values~~Company’s inventories, net of excess and obsolescence reserves for raw materials and finished goods, at the acquisition date. The excess of the cost over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. The goodwill associated with this acquisition is primarily attributable to the synergies expected to arise as a result of the acquisition. The total tax deductible goodwill related to the Precision Dialogue acquisition was $8.8 million.

~~Based on the valuation, the preliminary purchase price allocation for the Precision Dialogue acquisition was~~June 30, 2017 and December 31, 2016 were as follows:

The components of the Company’s property, plant and equipment at June 30, 2017 and December 31, 2016 were as follows:

During the three and six months ended June 30, 2017, depreciation expense was $34.9 million and $70.6 million, respectively. During the three and six months ended June 30, 2016, depreciation expense was $38.9 million and $78.6 million, respectively.

The changes in the carrying amount of goodwill for the six months ended June 30, 2017 were as follows:

The components of other intangible assets at June 30, 2017 and December 31, 2016 were as follows:

Amortization expense for other intangible assets was $7.0 million and $14.5 million for the three and six months ended June 30, 2017, respectively. Amortization expense for other intangible assets was $8.1 million and $17.7 million for the three and six months ended June 30, 2016, respectively.

~~The purchase price allocation is preliminary as the Company is still in the process of obtaining data to finalize the estimated fair values of certain intangible assets.~~

The fair values of other intangible assets, technology and goodwill associated with the Precision Dialogue acquisition 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:

The fair values of property, plant and equipment associated with the 2016 acquisitions were determined to be Level 3 under the fair value hierarchy and were estimated using either the market approach, if a secondhand market existed, or the cost approach.

For the three and nine months ended September 30, 2016, the Company recorded $0.7 million and $2.7 million of acquisition-related expenses, respectively, associated with completed or contemplated acquisitions within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

On January 11, 2016, the Company sold two entities within the business process outsourcing reporting unit for net proceeds of $13.4 million, all of which was received as of September 30, 2016. Additionally, during the three months ended September 30, 2016 the Company sold three immaterial entities for proceeds of $0.3 million. The dispositions of these entities resulted in a loss of $0.3 million and a net gain of $12.0 million during the three and nine month periods ended September 30, 2016, respectively, which were recorded in other operating income in the Condensed Consolidated Statements of Operations. The operations of these entities were included in the International segment.

On June 8, 2015, the Company acquired Courier Corporation (“Courier”), a leader in digital printing and publishing primarily in the United States, specializing in educational, religious and trade books. The acquisition expanded the Company’s digital printing and content management capabilities. The purchase price for Courier was $137.3 million in cash and 2.7 million shares of RR Donnelley common stock, or a total transaction value of $291.5 million based on the Company’s closing share price on June 5, 2015, plus the assumption of Courier’s debt of $78.2 million. Courier had $20.9 million of cash as of the date of acquisition. Immediately following the acquisition, the Company repaid substantially all of the debt assumed. Courier’s book manufacturing operations are included in the Publishing and Retail Services segment, publishing operations are included in the Strategic Services segment and Brazilian operations are included in the International segment.

For the three and nine months ended September 30, 2015, the Company recorded $0.3 million and $14.1 million of acquisition-related expenses, respectively, associated with acquisitions completed or contemplated, within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Courier acquisition was recorded by allocating the cost of the acquisition to the assets acquired, including other intangible assets, based on their estimated fair values at the acquisition date. The excess of the cost over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. The goodwill associated with this acquisition is primarily attributable to the synergies expected to arise as a result of the acquisition.

In addition to the acquisition of Courier, the Company completed three insignificant acquisitions in 2015, one of which included the settlement of accounts receivable in exchange for the acquisition of the business.

~~Based on the valuations, the final purchase price allocation for the 2015 acquisitions was as follows:~~

The fair values of other intangible assets, technology and goodwill associated with the acquisition of Courier 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:

The fair values of property, plant and equipment associated with the Courier acquisition were determined to be Level 3 under the fair value hierarchy and were estimated using either the market approach, if a secondhand market existed, or the cost approach.

~~On April 29, 2015, the Company sold its 50.1% interest in its Venezuelan operating entity. The proceeds were de minimis, and the sale resulted in a~~ net loss of $14.7 million, which was recognized in net investment and other expense in the Consolidated Statement of Operations for the year ended December 31, 2015. The Company’s Venezuelan operations had net sales of $16.3 million and a loss before income taxes of $38.4 million, including the net loss as a result of the sale, for the nine months ended September 30, 2015.

The following unaudited pro forma financial information for the three and nine months ended September 30, 2015 presents the combined results of operations of the Company and the 2015 acquisitions described above, as if the acquisitions had occurred as of January 1 of the year prior to acquisition.

The unaudited pro forma financial information is 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 period presented and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition. Pro forma adjustments are tax-effected at the applicable statutory tax rates.

~~The following table outlines unaudited pro forma financial information for the three and nine months ended September 30, 2015:~~

~~Additionally, the pro forma adjustments affecting net earnings attributable to RR Donnelley common stockholders for the three and nine months ended September 30, 2015 were as follows:~~

~~The components of the Company’s inventories, net of excess and obsolescence reserves for raw materials and finished goods, at September 30, 2016 and December 31, 2015 were as follows:~~

~~The components of the Company’s property, plant and equipment at September 30, 2016 and December 31, 2015 were as follows:~~

During the three and nine months ended September 30, 2016, depreciation expense was $74.9 million and $230.6 million, respectively. During the three and nine months ended September 30, 2015, depreciation expense was $84.3 million and $249.7 million, respectively.

~~The changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2016 were as follows:~~

~~The components of other intangible assets at September 30, 2016 and December 31, 2015 were as follows:~~

September 30, 2016

December 31, 2015

Gross

Gross

Carrying

Accumulated

Net Book

Carrying

Accumulated

Net Book

Amount

Amortization

Value

Amount

Amortization

Value

Customer relationships

$
935.2

$
(593.0
)

$
342.2

$
932.1

$
(555.3
)

$
376.8

Patents

2.0

(2.0
)

—

98.3

(98.3
)

—

Trademarks, licenses and agreements

29.4

(27.3
)

2.1

30.6

(29.9
)

0.7

Trade names

47.8

(20.9
)

26.9

47.5

(19.1
)

28.4

Total amortizable other intangible assets

1,014.4

(643.2
)

371.2

1,108.5

(702.6
)

405.9

Indefinite-lived trade names

32.1

—

32.1

32.1

—

32.1

Total other intangible assets

$
1,046.5

$
(643.2
)

$
403.3

$
1,140.6

$
(702.6
)

$
438.0

~~During the nine months ended September 30, 2016 the Company recorded additions to other intangible assets of which the components and the related weighted average amortization periods are as follows:~~

Amortization expense for other intangible assets was $15.6 million and $20.4 million for the three months ended September 30, 2016 and 2015, respectively, and $49.6 million and $58.6 million for the nine months ended September 30, 2016 and 2015, respectively.

~~The following table outlines the estimated annual amortization expense related to other intangible assets as of September 30, 2016:~~

For the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, the Company recorded the following net restructuring, impairment and other charges:

Three Months Ended	Employee		Other Restructuring		Total Restructuring				Other				Employee		Other Restructuring			Total Restructuring					Other
September 30, 2016	Terminations		Charges		Charges		Impairment		Charges		Total
Publishing and Retail Services	$	—	$	1.2	$	1.2	$	—	$	0.8	$	2.0
June 30, 2017													Terminations		Charges			Charges		Impairment			Charges		Total
Variable Print		1.2		0.3		1.5		—		0.6		2.1	$	0.6	$	0.2		$	0.8	$	(0.3	)	$	0.5	$	1.0
Strategic Services		2.6		0.4		3.0		—		0.1		3.1		0.1		(0.1	)		—		—			0.1		0.1
International		0.9		0.3		1.2		—		—		1.2		1.0		0.9			1.9		—			—		1.9
Corporate		6.5		0.1		6.6		—		—		6.6		0.7		0.1			0.8		—			—		0.8
Total	$	11.2	$	2.3	$	13.5	$	—	$	1.5	$	15.0	$	2.4	$	1.1		$	3.5	$	(0.3	)	$	0.6	$	3.8

Three Months Ended	Employee		Other Restructuring		Total Restructuring					Other				Employee		Other Restructuring			Total Restructuring				Other
September 30, 2015	Terminations		Charges		Charges		Impairment			Charges		Total
Publishing and Retail Services	$	2.1	$	1.0	$	3.1	$	2.0		$	0.7	$	5.8
June 30, 2016														Terminations		Charges			Charges		Impairment		Charges		Total
Variable Print		0.5		2.1		2.6		(0.1	)		0.4		2.9	$	0.2	$	0.4		$	0.6	$	0.4	$	0.5	$	1.5
Strategic Services		1.9		0.5		2.4		0.9			0.2		3.5		0.2		—			0.2		—		0.1		0.3
International		13.1		0.8		13.9		25.4			—		39.3		2.3		0.6			2.9		0.3		—		3.2
Corporate		1.2		0.2		1.4		—			—		1.4		3.4		(0.2	)		3.2		—		—		3.2
Total	$	18.8	$	4.6	$	23.4	$	28.2		$	1.3	$	52.9	$	6.1	$	0.8		$	6.9	$	0.7	$	0.6	$	8.2

For the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, the Company recorded the following net restructuring, impairment and other charges:

Nine Months Ended	Employee		Other Restructuring		Total Restructuring					Other
September 30, 2016	Terminations		Charges		Charges		Impairment			Charges		Total
Publishing and Retail Services	$	2.1	$	2.8	$	4.9	$	1.1		$	2.4	$	8.4
Six Months Ended														Employee		Other Restructuring		Total Restructuring					Other
June 30, 2017														Terminations		Charges		Charges		Impairment			Charges		Total
Variable Print		1.5		1.8		3.3		0.1			1.5		4.9	$	1.0	$	0.3	$	1.3	$	(0.3	)	$	1.0	$	2.0
Strategic Services		4.1		1.1		5.2		0.6			0.4		6.2		1.1		0.3		1.4		0.5			0.2		2.1
International		7.0		2.9		9.9		(2.5	)		—		7.4		4.5		1.9		6.4		—			—		6.4
Corporate		10.2		0.1		10.3		1.2			—		11.5		2.2		0.2		2.4		—			—		2.4
Total	$	24.9	$	8.7	$	33.6	$	0.5		$	4.3	$	38.4	$	8.8	$	2.7	$	11.5	$	0.2		$	1.2	$	12.9

Nine Months Ended	Employee		Other Restructuring		Total Restructuring				Other
September 30, 2015	Terminations		Charges		Charges		Impairment		Charges		Total
Publishing and Retail Services	$	5.3	$	2.5	$	7.8	$	1.5	$	18.5	$	27.8
Six Months Ended													Employee		Other Restructuring		Total Restructuring					Other
June 30, 2016													Terminations		Charges		Charges		Impairment			Charges		Total
Variable Print		3.6		5.4		9.0		1.6		1.3		11.9	$	0.4	$	1.2	$	1.6	$	0.3		$	0.9	$	2.8
Strategic Services		5.7		1.6		7.3		0.9		3.3		11.5		0.5		—		0.5		—			0.2		0.7
International		22.3		2.5		24.8		25.0		—		49.8		6.5		1.1		7.6		(2.5	)		—		5.1
Corporate		2.9		1.0		3.9		—		—		3.9		3.6		—		3.6		1.3			—		4.9
Total	$	39.8	$	13.0	$	52.8	$	29.0	$	23.1	$	104.9	$	11.0	$	2.3	$	13.3	$	(0.9	)	$	1.1	$	13.5

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company recorded net restructuring charges of ~~$11.2~~$2.4 million and ~~$24.9~~$8.8 million, respectively, for employee termination ~~costs for an aggregate of 870 employees, of whom 843 were terminated as of September 30, 2016.~~costs. These charges primarily ~~related~~relate to ceasing the Company’s relationship in a joint venture within the International segment, the reorganization of ~~certain~~selling, general and administrative functions primarily within the Corporate, International and ~~operations, two facility closures in the International segment~~Variable Print segments and one facility closure in the ~~Publishing and Retail~~Strategic Services segment. The Company also recorded $0.3 million related to a net gain on the sale of previously impaired equipment during the three months ended June 30, 2017. For the six months ended June 30, 2017, the Company recorded net impairment charges of $0.2 million primarily related to the impairment of equipment associated with the facility closure in the Strategic Services segment, partially offset by the aforementioned net gain recorded in the second quarter of 2017. Additionally, the Company incurred lease termination and other restructuring charges of ~~$2.3~~$1.1 million and ~~$8.7~~$2.7 million, respectively, for the three and ~~nine~~six months ended ~~September~~June 30, 2016. For the nine months ended September 30, 2016 the Company also recorded $0.5 million of net impairment charges primarily related to buildings and machinery and equipment associated with facility closures, as well as gains on the sale of previously impaired assets.2017.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2016, the Company recorded net restructuring charges of ~~$18.8~~$6.1 million and ~~$39.8~~$11.0 million, respectively, for employee termination ~~costs for 1,829 employees, all of whom were terminated as of September 30, 2016.~~costs. These charges primarily related to two facility closures ~~both~~ in the International ~~segment, one facility closure in the Variable Print~~ segment and the reorganization of certain operations. Additionally, the Company incurred lease termination and other restructuring charges of ~~$4.6~~$0.8 million and ~~$13.0~~$2.3 million, respectively, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2015. For the three and nine months ended September 30, 2015, the~~2016. The Company ~~also recorded $7.9~~incurred $0.7 million ~~and $8.7 million, respectively,~~ of ~~net~~ impairment charges ~~primarily~~ related to buildings and machinery and equipment associated with facility ~~closures. The fair values~~closures for the three months ended June 30, 2016. For the six month period ended June 30, 2016, the Company recognized $0.9 million of net gains on the sale of previously impaired assets, partially offset by impairment charges related to buildings and machinery and equipment ~~were determined to be Level 3 under the fair value hierarchy and were estimated based on discussions~~associated 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.

As the result of the Company’s interim goodwill impairment review, the Company recorded non-cash charges of $13.7 million and $4.3 million for the three and nine months ended September 30, 2015 to recognize the impairment of goodwill in the Europe and Latin America reporting units, respectively, both of which are within the International segment. The goodwill impairment charge in the Europe reporting unit was due to the announced reorganization of certain operations which resulted in a reduction in the estimated fair value of the reporting unit based on lower expectations of future revenue, profitability and cash flows as compared to the expectations as of the October 31, 2014 annual goodwill impairment test. As of September 30, 2015, the Europe and Latin America reporting units had no remaining goodwill. The goodwill impairment charges were determined using Level 3 inputs, including discounted cash flow analyses, comparable marketplace fair value data and management’s assumptions in valuing the significant tangible and intangible assets. Additionally, for the three and nine months ended September 30, 2015, the Company recorded $2.3 million for the impairment of intangible assets, substantially all of which related to the impairment of acquired customer relationship intangible assets and trade names in the Latin America reporting unit within the International segment.facility closures.

For the three and ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, the Company recorded other charges of ~~$1.5~~$0.6 million and ~~$4.3~~$1.2 million and $0.6 million and $1.1 million, respectively, for multi-employer withdrawal pension plan obligations unrelated to facility closures. The total liabilities for the withdrawal obligations associated with the Company’s decision to withdraw from multi-employer pension plans included in accrued liabilities and other noncurrent liabilities are ~~$11.0~~$4.9 million and ~~$78.4~~$33.4 million, respectively, as of ~~September~~June 30, ~~2016~~2017.

For the three and nine months ended September 30, 2015, the Company recorded other charges of $1.3 million and $23.1 million, respectively, including integration charges of $19.1 million for payments made to certain Courier employees upon the termination of Courier’s executive severance plan, immediately prior to the acquisition.

The Company’s multi-employer pension plan withdrawal liabilities could be affected by the financial stability of other employers participating in the plans and any decisions by those employers to withdraw from the plans in the future. While it is not possible to quantify the potential impact of future events or circumstances, reductions in other employers’ participation in multi-employer pension plans, including certain plans from which the Company has previously withdrawn, could have a material impact on the Company’s previously estimated withdrawal liabilities, consolidated results of operations, financial position or cash flows.

As a result of the acquisition of Courier, the Company participates in two multi-employer pension plans, in one of which the Company's contributions account for approximately 85% of the total plan contributions. Both plans are estimated to be underfunded and have a Pension Protection Act zone status of critical (“red”). Red status identifies plans that are less than 65% funded.

The restructuring reserve as of December 31, ~~2015~~2016 and ~~September~~June 30, ~~2016,~~2017, and changes during the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, were as follows:

					Foreign												Foreign
	December 31,		Restructuring		Exchange and			Cash			September 30,		December 31,		Restructuring		Exchange and			Cash			June 30,
	2015		Charges		Other			Paid			2016		2016		Charges		Other			Paid			2017
Employee terminations	$	20.2	$	24.9	$	0.3		$	(27.6	)	$	17.8	$	7.6	$	8.8	$	(0.3	)	$	(7.6	)	$	8.5
Multi-employer pension withdrawal obligations		32.9		1.6		—			(3.6	)		30.9		11.8		0.3		—			(0.7	)		11.4
Lease terminations and other		10.6		7.1		(0.1	)		(9.9	)		7.7		1.6		2.4		0.9			(1.6	)		3.3
Total	$	63.7	$	33.6	$	0.2		$	(41.1	)	$	56.4	$	21.0	$	11.5	$	0.6		$	(9.9	)	$	23.2

The current portion of restructuring reserves of ~~$22.9~~$9.0 million at ~~September~~June 30, ~~2016~~2017 was included in accrued liabilities, while the long-term portion of ~~$33.5~~$14.2 million, primarily related to multi-employer pension plan withdrawal obligations related to facility closures and lease termination costs, was included in other noncurrent liabilities at ~~September~~June 30, ~~2016.~~2017.

The Company anticipates that payments associated with the employee terminations reflected in the above table will be substantially completed by ~~September 2017.~~June 2018.

Payments on all of the Company’s multi-employer pension plan withdrawal obligations are scheduled to be completed by ~~2034.~~2036. Changes based on uncertainties in these estimated withdrawal obligations could affect the ultimate charges related to multi-employer pension plan withdrawals.

The restructuring liabilities classified as “lease terminations and other” consisted of lease terminations, ~~and~~ other facility closing costs and contract termination costs. Payments on certain of the lease obligations are scheduled to continue until ~~2026.~~2020. 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 Company’s financial statements.

The components of the estimated net pension and other postretirement benefits plan ~~expense (income)~~income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 were as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Pension expense (income)
Service cost	$	0.3		$	0.5		$	0.9		$	1.6		$	0.2		$	0.2		$	0.4		$	0.5
Interest cost		36.8			44.5			110.5			133.9			7.9			32.3			15.7			67.4
Expected return on plan assets		(58.6	)		(61.4	)		(180.0	)		(184.7	)		(12.6	)		(55.3	)		(24.9	)		(113.0	)
Amortization, net		7.8			10.1			23.5			30.5			1.8			8.0			3.5			15.8
Settlements		1.6			—			98.5			—
Net pension (income) expense	$	(12.1	)	$	(6.3	)	$	53.4		$	(18.7	)
Settlements and curtailments														—			96.4			—			96.4
Less: expense attributable to discontinued operations														—			(64.7	)		—			(53.5	)
Net pension income - continuing operations													$	(2.7	)	$	16.9		$	(5.3	)	$	13.6
Other postretirement benefits plan expense (income)
Service cost	$	1.0		$	1.1		$	3.0		$	3.5		$	0.3		$	1.0		$	0.6		$	2.0
Interest cost		3.1			4.0			9.2			12.0			2.8			3.1			5.6			6.1
Expected return on plan assets		(3.4	)		(3.3	)		(10.2	)		(9.8	)		(3.3	)		(3.4	)		(6.7	)		(6.8	)
Amortization, net		(4.0	)		(6.7	)		(12.0	)		(20.2	)		(0.8	)		(4.0	)		(1.5	)		(8.0	)
Curtailments		(19.7	)		—			(19.7	)		—
Net other postretirement benefits plan income	$	(23.0	)	$	(4.9	)	$	(29.7	)	$	(14.5	)
Net other postretirement benefit income - continuing operations													$	(1.0	)	$	(3.3	)	$	(2.0	)	$	(6.7	)

The Company expects to make cash contributions of approximately $17.0 million to its pension and other postretirement benefit plans in 2017. During the six months ended June 30, 2017, the Company contributed $9.0 million to its benefit plans.

In the fourth quarter of 2015, the Company communicated to certain former employees the option to receive a lump-sum pension payment or annuity with payments computed in accordance with statutory requirements, beginning in the second quarter of 2016. Payments to eligible participants who elected to receive a lump-sum pension payment or annuity were funded from existing pension plan assets and ~~constituted a complete settlement of the Company’s pension liabilities with respect to these participants. The Company’s pension assets and~~ liabilities were remeasured as of the payout date. The discount rates and actuarial assumptions used to calculate the payouts were determined in accordance with federal regulations. ~~As of the remeasurement date, the reduction in the reported pension obligation for these participants was $354.8 million, compared to payout amounts of approximately $328.4 million~~. The ~~Company~~company recorded total non-cash settlement charges of ~~$1.6~~$96.4 million, ~~and $98.5~~of which $20.4 million inis included within selling, general and administrative expenses ~~during~~ and $76.0 million is included within income from discontinued operations, net of tax in the Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September~~June 30, ~~2016, respectively,in connection with the settlement payments.~~2016. These charges resulted from the recognition in earnings of a portion of the actuarial losses recorded in accumulated other comprehensive loss based on the proportion of the obligation settled.

During the fourth quarter of 2015, the Company changed the method used to estimate the interest cost components of net pension and other postretirement benefits plan expense for its defined benefit pension and other postretirement benefit plans. Historically, the interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation at the beginning of the period. Beginning in the first quarter of 2016, the Company has elected to use a full yield curve approach in the estimation of these interest components of net pension and other postretirement benefits plan expense by applying the specific spot rates along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows. The Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise measurement of interest costs. This change does not affect the measurement and calculation of the Company’s total benefit obligations. The Company has accounted for this change prospectively as a change in estimate.

During the third quarter of 2016, the Company announced the discontinuation of retiree medical, prescription drug and life insurance benefits for individuals retiring on or after October 1, 2016. This change was accounted for as a significant plan amendment and the other postemployment benefit plan obligations were remeasured as of September 30, 2016. This remeasurement resulted in a reduction to the other postemployment benefit plan obligations of $35.0 million and a curtailment gain of $16.4 million within cost of sales and $3.3 million in selling, general and administrative expenses during the three and nine months ended September 30, 2016.

~~The Company’s equity as of December 31, 2015~~Share-based compensation expense from continuing operations totaled $2.4 million and ~~September 30, 2016, and changes during~~$3.7 million for the ~~nine~~three months ended ~~September~~June 30, 2017 and 2016 ~~were as follows:~~respectively, and $4.3 million and $5.8 million for the six months ended June 30, 2017 and 2016, respectively.

~~On May 31, 2016,~~In March 2017, the Company ~~reduced the par~~awarded its annual share-based compensation grants, which consisted of 569,594 restricted stock units with a grant date fair value of ~~the authorized shares~~$16.30 per unit and 304,425 performance share units with a grant date fair value of ~~RR Donnelley’s common~~$16.30 per unit. The restricted stock ~~from $1.25 per~~units are subject to a three year graded vesting period. The performance share units are subject to ~~$0.01 per share.~~a 34

month cliff vesting period. Additionally, in May 2017, the Company awarded its non-employee directors 75,745 restricted stock units with a grant date fair value of $12.08 per share and vest in May 2018.

The Company’s equity as of December 31, ~~2014~~2016 and ~~September~~June 30, ~~2015,~~2017, and changes during the ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2017, were as follows:

RR Donnelley

Stockholders'

Noncontrolling

Equity

Interest

Total Equity

Balance at December 31, 2014

$
593.8

$
26.6

$
620.4

Net earnings (loss)

80.1

(13.0
)

67.1

Other comprehensive loss

(31.0
)

(1.0
)

(32.0
)
Share-based compensation

13.6

—

13.6

Issuance of common stock

154.2

—

154.2

Issuance of share-based awards, net of withholdings and other

(3.4
)

—

(3.4
)
Cash dividends paid

(158.4
)

—

(158.4
)
Noncontrolling interests in acquired business

—

4.6

4.6

Noncontrolling interests in disposed businesses

—

(2.4
)

(2.4
)
Distributions to noncontrolling interests

—

(1.0
)

(1.0
)
Balance at September 30, 2015

$
648.9

$
13.8

$
662.7

	RRD
	Stockholders'			Noncontrolling
	Equity			Interest			Total Equity
Balance at December 31, 2016	$	(105.7	)	$	13.5		$	(92.2	)
Net earnings		26.4			0.5			26.9
Other comprehensive (loss) income		(87.3	)		0.3			(87.0	)
Share-based compensation		4.3			—			4.3
Spinoff adjustments		8.5			—			8.5
Issuance of share-based awards, net of withholdings and other		(1.7	)		—			(1.7	)
Cash dividends paid		(19.6	)		—			(19.6	)
Distributions to noncontrolling interests		—			(0.7	)		(0.7	)
Balance at June 30, 2017	$	(175.1	)	$	13.6		$	(161.5	)

During the ~~three~~six months ended June 30, ~~2015,~~2017, the Company ~~issued stock in conjunction with~~recorded certain spinoff related adjustments within equity primarily resulting from the ~~Courier acquisition with a closing date value of $154.2 million.~~ final pension asset valuation as required by the Separation and Distribution Agreement.

Basic earnings per share is calculated by dividing net earnings attributable to ~~RR Donnelley~~RRD common stockholders by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including stock options, restricted stock units and performance share units. Performance share units are considered anti-dilutive and excluded if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Additionally, stock options are considered anti-dilutive when the exercise price exceeds the average of the Company’s stock price during the applicable period. In periods when the Company is in a net loss from continuing operations, share-based awards are excluded from the calculation of earnings per share as their inclusion would have an anti-dilutive effect.

During the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, no shares of common stock were purchased by the Company; however, shares were withheld for tax liabilities upon the vesting of equity awards. ~~During the nine months ended September 30, 2015, the Company issued 2.7 million shares of stock in conjunction with the Courier acquisition.~~

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive share-based awards for ~~the~~ three and ~~nine~~six months ended ~~September~~June 30, 2017 and 2016 ~~and 2015 was~~were as follows:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2016 (1)

2015 (1)

2016 (1)

2015 (1)

Net (loss) earnings per share attributable to RR Donnelley
common stockholders:

Basic

$
(0.10
)

$
0.21

$
0.26

$
1.18

Diluted

$
(0.10
)

$
0.20

$
0.26

$
1.17

Dividends declared per common share

$
0.78

$
0.78

$
2.34

$
2.34

Numerator:

Net (loss) earnings attributable to RR Donnelley common stockholders

$
(7.1
)

$
14.3

$
18.2

$
80.1

Denominator:

Weighted average number of common shares outstanding

70.0

69.7

70.0

68.1

Dilutive options and awards

—

0.4

0.5

0.4

Diluted weighted average number of common shares outstanding

70.0

70.1

70.5

68.5

Weighted average number of anti-dilutive share-based awards:

Stock options

0.8

0.7

0.7

0.7

Performance share units

0.2

0.4

0.2

0.4

Restricted stock units

0.3

—

—

—

Total

1.3

1.1

0.9

1.1

~~(1)~~

Earnings per share amounts, dividends declared per common share and adjusted weighted average common shares outstanding for all periods reflect RR Donnelley's 1-for-3 reverse stock split, which was effective October 1, 2016.

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2017		2016				2017		2016
Basic net earnings (loss) per share attributable to RRD common stockholders:
Continuing operations	$	1.09	$	(0.33	)	$	0.38	$	(0.28	)
Discontinued operations		—		0.12			—		0.64
Net earnings (loss) attributable to RRD stockholders	$	1.09	$	(0.21	)	$	0.38	$	0.36
Diluted net earnings (loss) per share attributable to RRD common stockholders:
Continuing operations	$	1.09	$	(0.33	)	$	0.38	$	(0.28	)
Discontinued operations		—		0.12			—		0.64
Net earnings (loss) attributable to RRD stockholders	$	1.09	$	(0.21	)	$	0.38	$	0.36
Numerator
Net earnings (loss) attributable to RRD common stockholders - continuing operations	$	76.5	$	(23.2	)	$	26.4	$	(19.6	)
Net earnings from discontinued operations, net of income taxes		—		8.7			—		44.9
Net earnings (loss) attributable to RRD common stockholders	$	76.5	$	(14.5	)	$	26.4	$	25.3
Denominator:
Weighted average number of common shares outstanding		70.1		70.0			70.1		69.9
Dilutive options and awards		0.1		—			0.2		—
Diluted weighted average number of common shares outstanding		70.2		70.0			70.3		69.9
Weighted average number of anti-dilutive share-based awards:
Stock options		0.9		0.8			1.1		0.8
Performance share units		0.3		0.2			0.2		0.2
Restricted stock units		1.1		0.2			0.3		0.4
Total		2.3		1.3			1.6		1.4

Dividends declared per common share	$	0.14	$	0.78		$	0.28	$	1.56

The components of other comprehensive ~~loss~~(loss) income and income tax (benefit) expense allocated to each component for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 were as follows:

Three Months Ended

Nine Months Ended

September 30, 2016

September 30, 2016

Before Tax

Income Tax

Net of Tax

Before Tax

Income Tax

Net of Tax

Amount

Expense

Amount

Amount

Expense

Amount

Translation adjustments
$
(4.4
)

$
—

$
(4.4
)

$
(9.0
)

$
—

$
(9.0
)
Adjustment for net periodic pension and other
postretirement benefits plan cost

(32.4
)

(13.0
)

(19.4
)

(16.3
)

(3.0
)

(13.3
)
Other comprehensive loss
$
(36.8
)

$
(13.0
)

$
(23.8
)

$
(25.3
)

$
(3.0
)

$
(22.3
)

	Three Months Ended								Six Months Ended
	June 30, 2017								June 30, 2017

	Before Tax			Income Tax		Net of Tax			Before Tax			Income Tax			Net of Tax
	Amount			Expense		Amount			Amount			Expense			Amount
Translation adjustments	$	20.1		$	—	$	20.1		$	29.1		$	—		$	29.1
Adjustment for net periodic pension and other postretirement benefits plan cost		1.0			0.3		0.7			2.0			0.6			1.4
Adjustments for available-for-sale securities		(85.2	)		—		(85.2	)		(120.5	)		(3.0	)		(117.5	)
Other comprehensive (loss) income	$	(64.1	)	$	0.3	$	(64.4	)	$	(89.4	)	$	(2.4	)	$	(87.0	)

During the ~~nine~~six months ended ~~September~~June 30, 2016, translation adjustments and income tax expense on pension and other postretirement benefits plan cost were adjusted to reflect previously recorded deferred taxes at their historical exchange rates.

Accumulated other comprehensive loss by component as of December 31, 2016 and June 30, 2017, and changes during the six months ended June 30, 2017, were as follows:

Accumulated other comprehensive loss by component as of December 31, 2015 and June 30, 2016, and changes during the six months ended June 30, 2016, were as follows:

~~Accumulated other comprehensive loss by component as of December 31, 2015 and September 30, 2016, and changes during the nine months ended September 30, 2016, were as follows:~~

~~Accumulated other comprehensive loss by component as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows:~~

Reclassifications from accumulated other comprehensive loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,						Classification in the Condensed Consolidated
	2017			2016			2017			2016			Statements of Operations
Amortization of pension and other postretirement benefits plan cost:
Net actuarial loss	$	1.8		$	7.9		$	3.5		$	15.7		Cost of sales; Selling, general and administrative expenses
Net prior service credit		(0.8	)		(4.0	)		(1.5	)		(8.0	)	Cost of sales; Selling, general and administrative expenses
Settlements		—			96.9			—			96.9		Cost of sales; Selling, general and administrative expenses
Reclassifications before tax		1.0			100.8			2.0			104.6
Income tax expense		0.3			37.4			0.6			43.0
Reclassification, net of tax	$	0.7		$	63.4		$	1.4		$	61.6
Available-for-sale securities:
Net realized gain on equity securities		(97.6	)		—			(51.0	)		—		Investment and other (income) expense -net
Reclassifications before tax		(97.6	)		—			(51.0	)		—
Income tax benefit		—			—			18.0			—
Reclassification, net of tax	$	(97.6	)	$	—		$	(69.0	)	$	—
Total reclassifications, net of tax	$	(96.9	)	$	63.4		$	(67.6	)	$	61.6

The Company’s segments and their product and service offerings are summarized below:

~~The Publishing and Retail Services segment’s primary product offerings include magazines, catalogs, retail inserts, books, directories and packaging.~~

~~The Variable Print~~This segment includes the Company’s U.S. short-run and transactional printing operations. This segment’s primary product offerings include commercial and digital print, direct mail, ~~office products,~~ labels, statement printing, forms and packaging.

~~The Strategic Services~~This segment includes the Company’s logistics services, ~~financial print products and related services,~~ print management offerings and digital and creative ~~solutions and book publishing.~~solutions.

~~The International~~This segment includes the Company’s non-U.S. printing operations in Asia, ~~Europe,~~ Latin America, Canada and ~~Canada.~~Europe. This segment’s primary product and service offerings include packaging, books, catalogs, magazines, ~~catalogs,~~ retail inserts, ~~books, directories, direct mail, packaging, forms, labels, manuals,~~ statement printing, commercial and digital print, forms, labels, logistics services, ~~and~~directories, digital and creative ~~solutions.~~solutions, and direct mail. Additionally, this segment includes the Company’s business process outsourcing and Global Turnkey Solutions operations. Business process outsourcing provides transactional print and outsourcing services, statement printing, direct mail and print management offerings through its operations in Europe, Asia and North America. Global Turnkey Solutions provides outsourcing capabilities, including product configuration, customized kitting and order fulfillment for technology, medical device and other companies around the world through its operations in Europe, North America and Asia.

Corporate consists of unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, communications, certain facility costs and LIFO inventory provisions. In addition, certain costs and earnings of employee benefit plans, such as pension and other postretirement benefits plan expense (income) and share-based compensation, are included in Corporate and not allocated to the operating segments. Corporate also manages the Company’s cash pooling structures, which enable participating international locations to draw on the Company’s overseas cash resources to meet local liquidity needs.

The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision-maker and is most consistent with the presentation of profitability reported within the Condensed Consolidated Financial Statements.

								Income (Loss)			Depreciation											Income (Loss)			Depreciation
	Total		Intersegment			Net		from			and		Capital		Total		Intersegment			Net		from			and		Capital
	Sales		Sales			Sales		Operations			Amortization		Expenditures		Sales		Sales			Sales		Operations			Amortization		Expenditures
Three Months Ended September 30, 2016
Publishing and Retail Services	$	717.0	$	(45.0	)	$	672.0	$	39.0		$	34.7	$	11.9
Three Months Ended June 30, 2017
Variable Print		931.8		(17.5	)		914.3		64.2			34.7		15.8	$	739.3	$	(4.3	)	$	735.0	$	31.1		$	28.5	$	9.7
Strategic Services		731.9		(85.3	)		646.6		39.8			15.0		3.9		443.7		(37.7	)		406.0		4.0			4.6		3.0
International		567.9		(28.4	)		539.5		34.4			15.9		8.3		515.2		(10.2	)		505.0		16.3			13.5		11.9
Total operating segments		2,948.6		(176.2	)		2,772.4		177.4			100.3		39.9		1,698.2		(52.2	)		1,646.0		51.4			46.6		24.6
Corporate		—		—			—		(19.9	)		1.2		6.6		—		—			—		(12.8	)		0.9		3.5
Total operations	$	2,948.6	$	(176.2	)	$	2,772.4	$	157.5		$	101.5	$	46.5	$	1,698.2	$	(52.2	)	$	1,646.0	$	38.6		$	47.5	$	28.1

								Income (Loss)			Depreciation											Income (Loss)			Depreciation
	Total		Intersegment			Net		from			and		Capital		Total		Intersegment			Net		from			and			Capital
	Sales		Sales			Sales		Operations			Amortization		Expenditures		Sales		Sales			Sales		Operations			Amortization			Expenditures
Three Months Ended September 30, 2015
Publishing and Retail Services	$	694.8	$	(9.9	)	$	684.9	$	33.4		$	40.1	$	5.9
Three Months Ended June 30, 2016
Variable Print		949.4		(13.5	)		935.9		58.0			38.0		18.7	$	745.6	$	(4.2	)	$	741.4	$	40.1		$	30.1		$	17.0
Strategic Services		685.6		(50.0	)		635.6		51.5			15.8		4.8		437.7		(37.6	)		400.1		8.9			5.1			9.2
International		599.0		(27.4	)		571.6		(8.4	)		20.5		16.7		502.8		(11.7	)		491.1		28.8			14.9			6.9
Total operating segments		2,928.8		(100.8	)		2,828.0		134.5			114.4		46.1		1,686.1		(53.5	)		1,632.6		77.8			50.1			33.1
Corporate		—		—			—		(11.2	)		0.9		5.6		—		—			—		(53.1	)		(0.2	)		6.7
Total operations	$	2,928.8	$	(100.8	)	$	2,828.0	$	123.3		$	115.3	$	51.7	$	1,686.1	$	(53.5	)	$	1,632.6	$	24.7		$	49.9		$	39.8

								Income (Loss)					Depreciation												Income (Loss)					Depreciation
	Total		Intersegment			Net		from			Assets of		and		Capital			Total		Intersegment			Net		from			Assets of		and		Capital
	Sales		Sales			Sales		Operations			Operations		Amortization		Expenditures			Sales		Sales			Sales		Operations			Operations		Amortization		Expenditures
Nine Months Ended September 30, 2016
Publishing and Retail Services	$	1,956.0	$	(66.7	)	$	1,889.3	$	85.9		$	1,291.6	$	108.8	$	23.6
Six Months Ended June 30, 2017																	Six Months Ended June 30, 2017
Variable Print		2,750.1		(50.6	)		2,699.5		189.4			2,570.1		103.3		47.9		$	1,520.2	$	(8.1	)	$	1,512.1	$	74.9		$	1,507.2	$	57.7	$	15.5
Strategic Services		2,152.7		(165.6	)		1,987.1		161.0			1,528.1		47.0		27.2			910.9		(80.3	)		830.6		7.8			556.4		8.8		6.2
International		1,659.6		(82.0	)		1,577.6		97.7			1,533.3		50.4		28.7			998.9		(19.3	)		979.6		33.2			1,442.8		27.4		22.4
Total operating segments		8,518.4		(364.9	)		8,153.5		534.0			6,923.1		309.5		127.4			3,430.0		(107.7	)		3,322.3		115.9			3,506.4		93.9		44.1
Corporate		—		—			—		(190.9	)		549.4		3.0		20.5			—		—			—		(29.9	)		325.4		2.2		10.1
Total operations	$	8,518.4	$	(364.9	)	$	8,153.5	$	343.1		$	7,472.5	$	312.5	$	147.9		$	3,430.0	$	(107.7	)	$	3,322.3	$	86.0		$	3,831.8	$	96.1	$	54.2

22Restructuring, impairment and other charges by segment for the three and six months ended June 30, 2017 are described in Note 7, Restructuring, Impairment and Other Charges.

Income (Loss)

Depreciation

Total

Intersegment

Net

from

Assets of

and

Capital

Sales

Sales

Sales

Operations

Operations

Amortization

Expenditures

Nine Months Ended September 30, 2015

Publishing and Retail Services

$
1,861.3

$
(20.9
)

$
1,840.4

$
47.8

$
1,434.1

$
109.1

$
27.9

Variable Print

2,837.6

(41.6
)

2,796.0

183.6

2,542.3

115.5

43.1

Strategic Services

2,119.1

(118.6
)

2,000.5

189.3

1,420.4

50.4

33.0

International

1,768.5

(83.2
)

1,685.3

25.9

1,655.3

63.7

36.7

Total operating segments

8,586.5

(264.3
)

8,322.2

446.6

7,052.1

338.7

140.7

Corporate

—

—

—

(50.0
)

418.5

2.8

12.1

Total operations

$
8,586.5

$
(264.3
)

$
8,322.2

$
396.6

$
7,470.6

$
341.5

$
152.8

~~Restructuring, impairment and other charges by segment for the three and nine months ended September 30, 2016 and 2015 are described in Note 6,~~ ~~Restructuring, Impairment and Other Charges~~.

The Company is subject to laws and regulations relating to the protection of the environment. The Company provides for expenses associated with environmental remediation obligations when such amounts are probable and can be reasonably estimated. Such accruals are adjusted as new information develops or circumstances change and are generally not discounted. The Company has been designated as a potentially responsible party or has received claims in ~~thirteen~~two active federal and state Superfund and other multiparty remediation sites. In addition to these sites, the Company may also have the obligation to remediate ~~eleven~~seven other previously and currently owned facilities. At the Superfund sites, the Comprehensive Environmental Response, Compensation and Liability Act provides that the Company’s liability could be joint and several, meaning that the Company could be required to pay an amount in excess of its proportionate share of the remediation costs.

The Company’s understanding of the financial strength of other potentially responsible parties at the multiparty sites and of other liable parties at the previously owned facilities has been considered, where appropriate, in the determination of the Company’s estimated liability. The Company established reserves, recorded in accrued liabilities and other noncurrent liabilities, that it believes are adequate to cover its share of the potential costs of remediation at each of the multiparty sites and the previously and currently owned facilities. It is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly remediation and other compliance efforts that the Company may undertake in the future. However, in the opinion of management, compliance with the present environmental protection laws, before taking into account estimated recoveries from third parties, will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows.

From time to time, the Company’s customers and others file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company from these parties could be considered preference items and subject to return. In addition, the Company may be party to certain litigation arising in the ordinary course of business. Management believes that the final resolution of these preference items and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows.

23The Company’s debt at June 30, 2017 and December 31, 2016 consisted of the following:

~~The Company’s debt at September 30, 2016 and December 31, 2015 consisted of the following:~~

The fair values of the senior notes and debentures, which were determined using the market approach based upon interest rates available to the Company for borrowings with similar terms and maturities, were determined to be Level 2 under the fair value hierarchy. The fair value of the Company’s debt was greater than its book value by approximately ~~$120.9~~$93.1 million and $4.3 million at ~~September~~June 30, ~~2016~~2017 and ~~less than its book value by approximately $39.7 million at~~ December 31, ~~2015.~~2016, respectively.

In connection with the spin-off transactions, on September 30, 2016, Donnelley Financial issued 8.250% senior notes due 2024 with an aggregate principal of $300.0 million (the “DFS Notes”) and incurred a senior secured term loan B facility (the “DFS Term Loan Facility”) under its new credit agreement in an aggregate principal of $350.0 million, under which Donnelley Financial will borrow at 4.00% over LIBOR, subject to a LIBOR floor of 1.00%. Donnelley Financial’s credit agreement also includes a $300.0The Company’s $800.0 million senior secured revolving credit facility which was undrawn as of September 30, 2016. Additionally on September 30, 2016, LSC issued 8.750% senior secured notes due 2023 with an aggregate principal of $450.0 million (the “LSC Notes”) and incurred a senior secured term loan B facility (the “LSC Term Loan Facility”) under its new credit agreement in an aggregate principal of $375.0 million, under which LSC will borrow at 6.00% over LIBOR, subject to a LIBOR floor of 1.00%. LSC’s credit agreement also includes a $400.0 million senior secured revolving credit facility which was undrawn as of September 30, 2016. The net proceeds from the sale of the LSC Notes and the borrowings under the DFS Term Loan Facility and the LSC Term Loan Facility were distributed to their parent company, RR Donnelley in connection with the spinoff transactions. RR Donnelley used these proceeds to reduce its existing debt. Additionally, t~~here were approximately $4.5 million of accrued financing fees as of~~ ~~September 30, 2016 related to these transactions.~~

On August 31, 2016, the Company and certain third party financial institutions (such financial institutions collectively, the “Third Party Purchasers”), launched cash tender offers for certain of the Company’s outstanding debt securities, including the Company’s 6.125% senior notes due January 15, 2017 (the “2017 Notes”), 7.250% senior notes due May 15, 2018 the (“2018 Notes”), 8.250% senior notes due March 15, 2019 (the “2019 Notes”) and 7.000% senior notes due February 15, 2022 (the “2022 Notes”). On September 16, 2016, the Third Party Purchasers purchased $274.4 million in aggregate principal amount of the 2017 Notes and 2018 Notes (the “Third Party Purchase Notes”). On September 30, 2016, the Company purchased approximately $503.6 million in aggregate principal amount of the 2017 Notes, the 2018 Notes, the 2019 Notes and the 2022 Notes (the “Company Purchase Notes”), and exchanged $300.0 million in aggregate principal amount of the DFS Notes for the Third Party Purchase Notes. The Company cancelled the Third Party Purchase Notes and Company Purchase Notes on September 30, 2016. As a result, the Company recognized an $83.9 million loss on debt extinguishments in the three months ended September 30, 2016 related to premiums and other related transaction costs.

On October 6, 2016, the Company redeemed the outstanding $45.8 million principal amount of the 2018 Notes and the outstanding $21.3 principal amount of the 2019 Notes plus accrued and unpaid interest. Additionally, the Company redeemed the outstanding $155.2 million aggregate principal of the 2017 Notes on November 2, 2016. As a result, the Company expects to recognize an estimated $9.0 million loss on debt extinguishments in the fourth quarter of 2016.

~~On September 30, 2016, the Company entered into an amended and restated Credit Agreement~~ (the “Credit Agreement”) providing for $800.0 million in credit facilities (the “Revolving Facility”). The Revolving Facility matures on September 30, 2021. Interest rates on borrowings are equal to, at the Company’s option, a base rate plus a margin ranging from 1.125% to 1.50%, or LIBOR plus a margin ranging from 2.125% to 2.50%, in either case based upon the leverage ratio of RR Donnelley. In addition, the Company will pay a facility fee on the actual daily amount of the aggregate revolving commitments regardless of usage ranging from 0.375% to 0.50%, based upon the leverage ratio of the Company. As a result of the reduction in borrowing capacity, the Company recognized a $1.4 million loss related to ~~unamortized debt issuance costs~~ within loss on debt extinguishments in the condensed consolidated statements of operations for the three months ended September 30, 2016. Additionally, the Company had approximately $0.8 million of accrued financing fees as of ~~September 30, 2016~~ ~~related to this transaction.~~

~~The Credit Agreement~~ contains a number of restrictive covenants, including a maximum ~~secured~~ leverage ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of up to $60.0 million in aggregate, though additional dividends may be permitted subject to certain conditions.

The weighted average interest rate on borrowings under the ~~prior~~ Credit Agreement was ~~2.2% and 2.0%~~3.8% during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017. The weighted average interest rate on the borrowing under the prior credit agreement was 2.3% during the six months ended June 30, 2016.

On June 7, 2017, the Company repurchased $41.7 million of the 6.625% debentures due April 15, 2029, $59.4 million of the 6.50% senior notes due November 15, 2023 and ~~2015, respectively.~~$101.7 million of the 6.00% senior notes due April 1, 2024 using borrowings under the Credit Agreement. The repurchases resulted in a net gain of $0.8 million which was recognized within loss on debt extinguishments in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2017 related to the difference between the fair value of the debt repurchased and the principal outstanding, partially offset by the premiums paid, unamortized debt issuance costs and other expenses.

On May 22, 2017, certain third party financial institutions (such financial institutions collectively, the “Third Party Purchasers”), launched cash tender offers for certain of the Company’s outstanding debt securities, including the Company’s 7.625% senior notes due June 15, 2020 and 7.875% senior notes due March 15, 2021. On June 7, 2017, the Third Party Purchasers purchased $111.6 million in aggregate principal amount of the 7.625% senior notes due June 15, 2020 (the “Third Party Purchase Notes”). On June 21, 2017, the Company exchanged 6,143,208 of its retained shares of Donnelley Financial for the Third Party Purchase Notes. The Company cancelled the Third Party Purchase Notes on June 21, 2017. As a result, the Company recognized a $14.4 million loss on debt extinguishment in the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2017 related to premiums paid, unamortized debt issuance costs and other expenses. In addition, the Company recognized a net realized gain of $92.4 million resulting from the disposition of the retained shares of Donnelley Financial common stock within investment and other (income) expense-net in the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2017.

Interest income was ~~$1.3~~$0.6 million and ~~$4.2~~$1.5 million for the three and ~~nine~~six months ended ~~September~~June 30, 2017, respectively, and $1.0 million and $1.9 million for the three and six months ended June 30, 2016, ~~and 2015, respectively.~~

~~Cash on hand and borrowings under the Credit Agreement were used to pay the $219.8 million of 8.6% senior notes that matured on August 15, 2016.~~respectively.

25The Company’s effective income tax rate was (5.6%) and 16.1% for the three months ended June 30, 2017 and 2016, respectively and (17.0%) and 5.0% for the six months ended June 30, 2017 and 2016, respectively. The effective income tax rate for the three and six months ended June 30, 2017 reflects the impact of the disposition of the Donnelley Financial and LSC retained shares. The retained shares of Donnelley Financial were disposed in a non-taxable debt-for-equity exchange during the three and six months ended June 30, 2017. See Note 15, Debt, for additional details regarding the disposition of the Donnelley Financial retained shares. During the six months ended June 30, 2017, the sale of LSC shares generated a capital loss which will be carried forward, however it is more likely than not that the benefit of such deferred tax asset will not be realized and a valuation allowance was recorded. See Note 2, Discontinued Operations, for additional information regarding the sale of the LSC retained shares. The effective income tax rate for the three and six months ended June 30, 2016 reflects the impact of income generated in higher taxing jurisdictions and the inability to recognize a tax benefit on certain losses.

All derivatives are recorded as other current or noncurrent assets or other current or noncurrent liabilities in the Condensed Consolidated Balance Sheets at their respective fair values. Unrealized gains and losses related to derivatives are recorded in other comprehensive income (loss), net of applicable income taxes, or in the Condensed Consolidated Statements of Operations, depending on the purpose for which the derivative is held. For derivatives designated and that qualify as cash flow hedges, the effective portion of the unrealized gain or loss related to the derivatives are generally recorded in other comprehensive income (loss) until the transaction affects earnings. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in the Condensed Consolidated Statements of Operations. Changes in the fair value of derivatives that do not meet the criteria for designation as a hedge at inception, or fail to meet the criteria thereafter, are recognized currently in the Condensed Consolidated Statements of Operations. At the inception of a hedge transaction, the Company formally documents the hedge relationship and the risk management objective for undertaking the hedge. In addition, the Company assesses both at inception of the hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is also recognized currently in the Condensed Consolidated Statements of Operations.

The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited in many countries because the operating revenues and expenses of its various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the subsidiary or operating unit, the Company is exposed to currency risk. Periodically, the Company uses foreign exchange spot, forward and swap contracts to hedge exposures resulting from foreign exchange fluctuations. Accordingly, the gains and losses associated with the fair values of foreign currency exchange contracts are recognized currently in the Condensed Consolidated Statements of Operations and are generally offset by gains and losses on underlying payables, receivables, borrowings and net investments in foreign subsidiaries. The Company does not use derivative financial instruments for trading or speculative purposes. The aggregate notional value of the ~~forward~~foreign currency contracts at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 was ~~$260.4~~$104.2 million and ~~$268.4~~$172.2 million, respectively. The fair values of foreign ~~exchange forward~~currency contracts were determined to be Level 2 under the fair value hierarchy and are valued using market exchange rates.

On March 13, 2012, the Company entered into interest rate swap agreements to manage interest rate risk exposure, effectively changing the interest rate on $400.0 million of its fixed-rate senior notes to a floating-rate based on LIBOR plus a basis point spread. The interest rate swaps, with a notional value of $400.0 million at inception, were designated as fair value hedges against changes in the value of the Company’s $450.0 million 8.25% senior notes due March 15, 2019, which were attributable to changes in the benchmark interest rate. During 2014, the Company repurchased $211.1 million of the 8.25% senior notes due March 15, 2019, and related interest rate swaps with a notional amount of $210.0 million were terminated, resulting in payments of $4.2 million for the fair value of the interest rate swaps. During the three months ended September 30, 2016, in connection with the tender of the Company’s 8.25% senior notes due March 15, 2019, the Company terminated the remaining $190.0 million notional value of the interest rate swap agreements which resulted in cash received of $2.5 million for the fair value of the interest rate swaps.

The fair values of interest rate swaps were determined to be Level 2 under the fair value hierarchy and were developed using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates derived from observed market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. On at least a quarterly basis, the Company evaluates the credit value adjustments of the interest rate swap agreements, which take into account the possibility of counterparty and the Company’s own default.

The Company’s foreign ~~exchange forward~~currency contracts and interest rate swaps are subject to enforceable master netting agreements that allow the Company to settle positive and negative positions with the respective counterparties. The Company settles foreign ~~exchange forward~~currency contracts on a net basis when possible. Foreign ~~exchange forward~~currency contracts that can be settled on a net basis are presented net in the Condensed Consolidated Balance Sheets. Interest rate swaps ~~are~~were settled on a gross basis and presented gross in the Condensed Consolidated Balance Sheets.

The Company manages credit risk for its derivative positions on a counterparty-by-counterparty basis, considering the net portfolio exposure with each counterparty, consistent with its risk management strategy for such transactions. The Company’s agreements with each of its counterparties contain a provision where the Company could be declared in default on its derivative obligations if it either defaults or, in certain cases, is capable of being declared in default of any of its indebtedness greater than specified thresholds. These agreements also contain a provision where the Company could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weaker.

At ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the total fair value of the Company’s foreign ~~exchange forward~~currency contracts, which were the only derivatives not designated as ~~hedges, and fair value~~ hedges along with the accounts in the Condensed Consolidated Balance Sheets in which the fair value amounts were included, were as follows:

	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
Derivatives not designated as hedges
Prepaid expenses and other current assets	$	0.1	$	1.8	$	1.8	$	1.7
Accrued liabilities		1.9		1.5		1.1		1.5
Derivatives designated as fair value hedges
Other noncurrent assets	$	—	$	0.4

The pre-tax (gains) losses related to derivatives not designated as hedges recognized in the Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 were as follows:

		Three Months Ended				Nine Months Ended						Three Months Ended						Six Months Ended
	Classification of (Gain) Loss Recognized in the	September 30,				September 30,					Classification of (Gain) Loss Recognized in the	June 30,						June 30,
	Condensed Consolidated Statements of Operations	2016		2015		2016		2015			Condensed Consolidated Statements of Operations	2017			2016			2017		2016
Derivatives not designated as hedges											Derivatives not designated as hedges
Foreign exchange forward contracts	Selling, general and administrative expenses	$	0.8	$	1.3	$	3.4	$	(22.2	)
Foreign currency contracts											Selling, general and administrative expenses	$	(1.0	)	$	(2.6	)	$	0.6	$	2.6

For derivatives designated as fair value hedges, the pre-tax (gains) losses related to the hedged items attributable to changes in the hedged benchmark interest rate and the offsetting (gain) loss on the related interest rate swaps for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 were as follows:

		Three Months Ended						Nine Months Ended							Three Months Ended					Six Months Ended
	Classification of (Gain) Loss Recognized in the	September 30,						September 30,						Classification of (Gain) Loss Recognized in the	June 30,					June 30,
	Condensed Consolidated Statements of Operations	2016			2015			2016			2015			Condensed Consolidated Statements of Operations	2017		2016			2017		2016
Fair Value Hedges
Interest rate swaps	Investment and other (income) expense-net	$	3.6		$	(2.2	)	$	0.4		$	(3.6	)	Investment and other (income) expense-net	$	—	$	(0.6	)	$	—	$	(3.2	)
Hedged items	Investment and other (income) expense-net		(4.3	)		2.4			(0.8	)		3.4		Investment and other (income) expense-net		—		0.7			—		3.5
Total (gain) loss recognized as ineffectiveness in the Condensed Consolidated Statements of Operations	Investment and other (income) expense-net	$	(0.7	)	$	0.2		$	(0.4	)	$	(0.2	)
Total ineffectiveness recognized														Investment and other (income) expense-net	$	—	$	0.1		$	—	$	0.3

The Company also recognized a net reduction to interest expense of ~~$0.2~~$0.4 million and ~~$1.0~~$0.8 million for the three and ~~nine~~six months ended ~~September~~June 30, 2016, ~~respectively, and $0.5 million and $1.6 million for the three and nine months ended September 30, 2015,~~ respectively, related to the Company’s fair value hedges, which included interest accruals on the derivatives and amortization of the basis in the hedged items.

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The following tables summarize the bases used to measure financial assets and liabilities that are carried at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:

As ~~described~~of June 30, 2017, the investment in ~~Note 2,~~ ~~Acquisitions~~Donnelley Financial common stock was categorized as a Level 1 security and ~~Dispositions~~, ~~on April 29, 2015 the Company sold its 50.1% interest in its Venezuelan operating entity.~~

Since January 1, 2010, the three-year cumulative inflation for Venezuela using the blended Consumer Price Index and National Consumer Price Index has exceeded 100%. As a result, Venezuela’s economy is considered highly inflationary and the financial statements of the Company’s Venezuelan subsidiaries were remeasured as if the functional currency were the U.S. Dollar. Prior to March 31, 2014, the financial statements were remeasuredwas valued based on the ~~official rate determined by the government~~closing price of ~~Venezuela.~~

~~During the first quarter~~Donnelley Financial’s common stock as of 2014, the Venezuelan government expanded the operation of the Supplementary System for the Administration of Foreign Currency (“SICAD 1”) currency exchange mechanism for use with certain transactions. In addition, the Venezuelan government also began operating the SICAD 2 exchange which the government indicated was available to all entities for all transactions. The Venezuelan government indicated that ~~the official rate of 6.3 Bolivars per U.S. Dollar would be reserved only for settlement of U.S. Dollar denominated purchases of “essential goods and services.”~~date. As of December 31, ~~2014, the SICAD 1 and SICAD 2 exchange rates were 12.0 and 50.0 Bolivars per U.S. Dollar, respectively. Beginning March 31, 2014, certain assets of~~2016, the Company’s ~~Venezuelan subsidiaries~~investment in LSC and Donnelley Financial common stock were ~~remeasured at~~categorized as Level 2 securities as these shares were not registered and were valued based upon the ~~SICAD 2 rate~~closing stock price on the balance sheet date as they represented an identical equity instrument registered under the ~~Company believed those assets would ultimately be utilized to settle U.S. Dollar denominated liabilities using SICAD 2. Remaining net monetary assets were remeasured at the SICAD 1 rate,~~Securities Act of 1933, as the Company believed SICAD 1 would be applicable for future transactions, and dividend remittances, if any, from the Company’s Venezuelan subsidiaries. During the three months ended June 30, 2014, certain transactions pending approval at the official rate of 6.3 Bolivars per U.S. Dollar were approved, resulting in foreign exchange gains.

In February 2015, the Venezuelan government discontinued the SICAD 2 rate and introduced a new currency exchange rate mechanism (“SIMADI”). As of February 28, 2015, monetary assets and liabilities of the Company’s Venezuelan subsidiaries were remeasured at the SIMADI rate as the Company believed the SIMADI was the exchange rate mechanism most likely to be available to the Company’s Venezuelan subsidiaries to settle U.S. Dollar denominated transactions. As of March 31, 2015, the SIMADI rate was 193 Bolivars per U.S. Dollar.amended.

As a result of the remeasurement at the SIMADI rate and the related impact of the devaluation, during the nine months ended September 30, 2015, a pre-tax loss of $30.3 million ($27.5 million after-tax) was recognized in net investment and other expense, of which $10.5 million was included in loss attributable to noncontrolling interests.

In ~~February 2016,~~March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which changes the presentation of net periodic pension and postretirement benefit cost (net benefit cost) within the Statement of Operations. Under the current guidance, net benefit cost is reported as an employee cost within operating income. The amendment requires the bifurcation of net benefit cost, with the service cost component to be presented with other employee compensation costs in operating income while the other components will be reported separately outside of income from operations. ASU No. 2017-07 will be effective in the first quarter of 2018 and is required to be retrospectively adopted. Had this guidance been adopted as of January 1, 2017, income from operations within the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2017 would have been lower by $4.2 million and $8.3 million, respectively, and other non-operating income would have increased $4.2 million and $8.3 million, respectively.

In January 2017, the FASB issued ASU No. 2017-04 “Intangibles—Goodwill and Other (Topic 350):Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the current goodwill impairment test, including determining the implied fair value of goodwill and comparing it with the carrying amount of that goodwill. The standard requires entities to record impairment charges based on the excess of a reporting unit’s carrying amount over its fair value. ASU No. 2017-04 will be effective in the first quarter of 2020; however early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. The adoption of ASU 2017-04 may impact the results of future goodwill impairment tests and therefore could impact the Company’s consolidated financial position and results of operations. The Company has elected to early adopt this guidance and will apply this guidance to all impairment analyses performed after January 1, 2017.

In March 2016, the FASB issued ASU No. 2016-09 “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Under the new guidance, when awards vest or are settled, the excess tax benefits and tax deficiencies are recorded as income tax expense or benefit in the income statement instead of within additional paid-in capital. This guidance will be applied prospectively. Furthermore, the guidance requires excess tax benefits to be presented as an operating activity on the statement of cash flows rather than as a financing activity, which can be applied retrospectively or prospectively. Under the new guidance, an election can be made regarding whether to account for forfeitures of share-based payments by recognizing forfeitures of awards as they occur or estimate the number of awards expected to be forfeited, as is currently required. This guidance is to be applied using a modified retrospective transition method, with a cumulative adjustment to retained earnings. The Company has adopted this guidance as of January 1, 2017. The adoption had an immaterial impact on the Company’s Condensed Consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842)” ~~(“ASU 2016-02”)~~ which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting. For lessors, ASU 2016-02 also modifies the classification criteria and the accounting for sales-type and direct financing leases. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements and is effective in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted; however the Company plans to adopt the standard in the first quarter of 2019. The Company is evaluating the impact of ASU 2016-02.

In May 2014, the FASB issued ~~Accounting Standards Update~~ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606),” ~~(“ASU 2014-09”),~~ which outlines a single comprehensive model for entities to use in accounting for revenue using a five-step process that supersedes virtually all existing revenue guidance. ASU 2014-09 also requires additional quantitative and qualitative disclosures. ~~In August 2015,~~During 2016, the FASB issued ~~Accounting Standards Update No.~~ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU 2016-10 “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU 2016-12 “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” which clarify the revenue recognition implementation guidance on principal versus agent considerations, identifying performance obligations, determining whether an entity's promise to grant a license provides a customer with either a right to use or a right to access the entity's intellectual property, assessing the collectability criteria, presentation of sales and similar taxes, noncash consideration and various other items. The amendments in these ASUs affect the guidance in ASU 2014-09, and the effective date and transition requirements are the same as those for ASU 2014-09 which, as amended by ASU 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ~~which defers the~~will be effective ~~date of ASU 2014-09 to January 1, 2018. Early adoption of ASU 2014-09 is permitted in the first quarter of 2017; however~~for the Company ~~plans to adopt the standard in the first quarter of~~on January 1, 2018. The standard allows the option of either a full retrospective adoption, meaning the standard is applied to all periods presented, or a modified retrospective adoption, meaning the standard is applied only to the most current period.

Based upon preliminary results of management’s evaluation, the most impactful aspects of the guidance relate to the timing of recognition for the revenue from customized products over time versus at a point in time, as well as inventory billed but not yet shipped. The Company has amounts of customized products in the Variable Print and International segments which are currently recognized when the products are completed and shipped to the customer. Currently, the Company defers revenue for inventory billed but not yet shipped which under the new revenue standard, the Company may be able to recognize revenue for certain inventory billed but not yet shipped. The actual revenue recognition treatment required under this new standard will be dependent on contract specific terms. The Company is still in the process of evaluating and designing the ~~impact~~necessary changes to its business processes, systems and controls to support recognition and disclosure under the new standard. The Company will adopt the standard in the first quarter of ~~the provisions of ASU 2014-09~~2018 and currently anticipates applying the modified retrospective ~~approach when adopting the standard.~~approach.

~~The following recently issued standards are not expected to have a material impact on the Company’s Consolidated Financial Statements:~~

The following standards have been effective for and adopted by the Company in 2016. The adoption of these standards did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows:

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

R.R. Donnelley & Sons Company (“~~RR Donnelley,~~RRD,” the “Company,” “we,” “us,” and “our”), a Delaware corporation, helps organizations communicate more effectively by working to create, manage, produce, distribute and process content on behalf of our customers. ~~The Company assists~~We assist customers in developing and executing multichannel communication strategies that engage audiences, reduce costs, drive revenues and increase compliance. ~~R.R. Donnelley’s~~Our innovative ~~technologies enhance digital~~content management offering, production platform, logistics services, supply chain management, outsourcing capabilities and ~~print communications to deliver~~customized consultative expertise assists our customers in the delivery of integrated messages across multiple media to highly targeted audiences at optimal times for ~~clients~~customers in virtually every private and public sector. ~~Strategically~~We have strategically located operations that provide local service and responsiveness while leveraging the economic, geographic and technological advantages of a global organization.

On October 1, 2016, ~~the Company~~we completed the previously announced separation of ~~its~~our financial communications and data services business (“Donnelley Financial Solutions, Inc.” or “Donnelley Financial”) and ~~the~~our publishing and retail-centric print services and office products business (“LSC Communications, Inc.” or “LSC”) into two separate publicly-traded companies (the "Separation"). ~~The Company~~We completed the tax free distribution of approximately 26.2 million shares, or 80.75%, of the outstanding common stock of Donnelley Financial and 26.2 million shares, or 80.75%, of the outstanding common stock of LSC, to ~~the Company’s~~RRD stockholders (the “Distribution”). The Distribution was made to ~~the Company’s~~RRD stockholders of record as of the close of business on September 23, 2016, who received one share of Donnelley Financial common stock and one share of LSC common stock for every eight shares of ~~RR Donnelley~~RRD common stock held as of the record date. As a result of the Distribution, Donnelley Financial and LSC are now independent public companies trading under the symbols “DFIN” and “LKSD”, respectively, on the New York Stock Exchange. Immediately following the Distribution, ~~the Company~~we held 6.2 million shares of Donnelley Financial ~~Solutions~~ common stock and 6.2 million shares of LSC common stock. As of June, 30 2017, we no longer held any shares of LSC common stock but continued to hold 99,594 shares of Donnelley Financial common stock.

The ~~Company will account for these investments as available-for-sale equity securities. The value~~financial results of ~~the Company’s investments in~~ Donnelley Financial and LSC ~~was approximately $350.1 million, calculated using~~for periods prior to the ~~mid-point stock price for each company’s common stock on October 3, 2016.~~

~~The~~Distribution have been reflected within the disclosures ~~within~~of this Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~are on a consolidated Company basis which includes the results of~~as discontinued operations. Additionally, sales from RRD to Donnelley Financial and LSC previously eliminated in consolidation have been recast and ~~do not take into account~~are now shown as external sales of RRD within the ~~Separation. In future filings, the historical~~financial results of ~~Donnelley~~continuing operations. See Note 1, Basis of Presentation, and Note 2, Discontinued Operations, to these Condensed Consolidated Financial and LSC will be presented as discontinued operations. As a result of the Separation, the accompanying unaudited interim condensed consolidated interim financial statements are not indicative of the Company's future financial position, results of operations or cash flows. See Item 1A, ~~Risk Factors, of Part I of the Company’s 2015 Form 10-K filed on February 25, 2016 and Item 1A of Part II under “Risk Factors” below~~Statements for ~~certain risk factors relating to the Separation.~~additional information.

Immediately following the Distribution on October 1, 2016, ~~the Company effected~~we affected a ~~one for three~~one-for-three reverse stock split for ~~RR Donnelley~~RRD common stock (the “Reverse Stock Split”). The Reverse Stock Split was approved by ~~the Company’s~~our Board of Directors on September 14, 2016 and previously approved by ~~the Company’s~~our stockholders at the annual meeting on May 19, 2016.

As a result of the Reverse Stock Split, the number of issued and outstanding and treasury shares of ~~the Company’s~~our common stock ~~will be~~was reduced proportionally based on the Reverse Stock Split ratio of one share for every three shares of common stock held before the Reverse Stock Split. Refer to Note 1, Basis of Presentation, to the Condensed Consolidated Financial Statements for additional information regarding the Reverse Stock Split. All references in these unaudited condensed consolidated interim financial statements to the number of shares of common stock and per share amounts have been retroactively adjusted to give effect to the Reverse Stock Split.

~~The Company’s~~Our segments and their respective product and service offerings are summarized below:

~~The Publishing and Retail Services segment’s primary product offerings include magazines, catalogs, retail inserts, books, directories and packaging.~~

~~The Variable Print~~This segment includes ~~the Company’s~~our U.S. short-run and transactional printing operations. This segment’s primary product offerings include commercial and digital print, ~~office products,~~ direct mail, labels, statement printing, forms and packaging.

~~The Strategic Services~~This segment includes ~~the Company’s~~our logistics ~~services, financial print products and related~~ services, print management offerings and digital and creative ~~solutions and book publishing.~~solutions.

~~The International~~This segment includes ~~the Company’s~~our non-U.S. printing operations in Asia, ~~Europe,~~ Latin America, Canada and ~~Canada.~~Europe. This segment’s primary product and service offerings include packaging, books, catalogs, magazines, ~~catalogs,~~ retail inserts, ~~books, directories, direct mail, packaging, forms, labels, manuals,~~ statement printing, commercial and digital print, forms, labels, logistics services, ~~and~~directories, digital and creative ~~solutions.~~solutions, and direct mail. Additionally, this segment includes ~~the Company’s~~our business process outsourcing business and Global Turnkey Solutions operations. Business process outsourcing provides transactional print and outsourcing services, statement printing, direct mail and print management offerings through its operations in Europe, Asia and North America. Global Turnkey Solutions provides outsourcing capabilities, including product configuration, customized kitting and order fulfillment for technology, medical device and other companies around the world through its operations in Europe, North America and Asia.

Corporate consists of unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, communications, certain facility costs and LIFO inventory provisions. In addition, certain costs and earnings of employee benefit plans, such as pension and other postretirement benefits plan expense (income) and share-based compensation, are included in Corporate and not allocated to the operating segments. Corporate also manages the ~~Company’s~~ cash pooling structures, which enables participating international locations to draw on ~~the Company’s~~our overseas cash resources to meet local liquidity needs.

~~The Company~~We separately ~~reports its~~report our net sales, related costs of sales and gross profit for ~~its~~our product and service offerings. ~~The Company’s~~Our product offerings primarily consist of commercial and digital print, statement printing, direct mail, packaging, labels, forms, magazines, catalogs, retail inserts, ~~commercial and digital print,~~ books, ~~financial print, statement printing, office products, direct mail, labels, packaging, forms,~~directories, manuals and other related products procured through ~~the Company’s~~our print management ~~offering and directories. The Company’s~~offering. Our service offerings primarily consist of logistics, ~~EDGAR-related and eXtensible Business Reporting Language (“XBRL”) financial services,~~ certain business outsourcing services and digital and creative solutions.

On August 4, 2016, the Company acquired Precision Dialogue, a provider of email marketing, direct mail marketing and other services with operations in the United States.

On January 11, 2016, the Company sold two entities within the business process outsourcing reporting unit.

~~On June 8, 2015, the Company acquired Courier Corporation, a leader in digital printing and publishing primarily in the United States, specializing in educational, religious and trade books.~~

~~On April 29, 2015, the Company sold its 50.1% interest in its Venezuelan operating entity.~~

For further information on the above acquisitions and dispositions, see Note 2,3, Acquisitions and Dispositions, to the Condensed Consolidated Financial Statements.

Net sales ~~decreased~~increased by ~~$55.6~~$13.4 million, or ~~2.0%~~0.8%, for the ~~third~~second quarter of ~~2016~~2017 compared to the same period in the prior year. There was a ~~$22.2~~$14.4 million, or ~~0.8%~~0.9%, decrease due to changes in foreign exchange rates. ~~In addition to~~After including the impact of changes in foreign exchange rates, the ~~decrease~~

increase in net sales was due to increased volume in the International and Strategic Services segments driven by the Asia and sourcing reporting units, partially offset by lower volume in the ~~Publishing and Retail Services,~~ Variable Print segment, lower postage pass-through sales and ~~International segments,~~ price pressures ~~a decrease in fuel surcharges in~~across the logistics reporting unit within the Strategic Services segment and a $4.4 million decline in pass-through paper sales. These items were partially offset by increased volume in the Strategic Services segment.segments.

The Company continues to ~~take actions across all segments~~strategically assess opportunities to reduce its cost structure and enhance ~~productivity.~~productivity throughout the business. During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company realized cost savings from previous restructuring activities including the reorganization of administrative and support functions across all segments, ~~and~~as well as facility consolidations. ~~Additional cost savings were realized as a result of synergies from the integration of Courier.~~

Net cash ~~provided by~~used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~$7.8~~$51.8 million as compared to ~~net cash provided by operating activities of $204.2~~$100.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2015.~~2016. The decrease in net cash ~~provided by~~used in operating activities ~~reflected~~was driven by the timing of supplier and customer payments ~~higher~~and lower interest, spinoff-related transaction ~~expenses~~ and ~~higher~~tax payments, ~~for taxes,~~ partially offset by lower ~~payments for incentive compensation~~cash earnings.

In connection with the spinoff transactions, the Company incurred spinoff-related transaction expenses of $27.0 million and $57.3 million during the three and nine months ended September 30, 2016, respectively. The Company expects to incur approximately $30.0 million to $40.0 million of additional spinoff-related transaction and transition expenses in the fourth quarter of 2016, including advisory and other expenses.

~~As a result of the spin-off transactions of Donnelley Financial and LSC on October 1, 2016,~~ ~~the Company is re-evaluating the realizability of its domestic deferred tax assets during the fourth quarter of 2016.~~

The changes in the Company’s income from operations, operating margin, net earnings (loss) ~~earnings~~ attributable to ~~RR Donnelley~~RRD common stockholders and net earnings (loss) ~~earnings~~ attributable to ~~RR Donnelley~~RRD common stockholders per diluted share for the three months ended ~~September~~June 30, ~~2016,~~2017, from the three months ended ~~September~~June 30, ~~2015,~~2016, were due to the following:

Income from Operations

Operating Margin

Net Earnings (Loss) Attributable to RR Donnelley Common Stockholders

Net Earnings (Loss) Attributable to RR Donnelley Stockholders Per Diluted Share

(in millions, except margin and per share data)

For the three months ended September 30, 2015
$
123.3

4.4
%

$
14.3

$
0.21

2016 restructuring, impairment and other charges - net

(15.0
)

(0.5
%)

(11.1
)

(0.16
)
2015 restructuring, impairment and other charges - net

52.9

1.9
%

41.0

0.58

Spinoff-related transaction expenses

(20.3
)

(0.7
%)

(21.1
)

(0.30
)
Acquisition-related expenses

(0.4
)

—

(0.3
)

—

Purchase accounting inventory adjustments

6.7

0.2
%

4.3

0.06

Loss on debt extinguishments

—

—

(51.9
)

(0.74
)
OPEB curtailment gains

19.7

0.7
%

12.0

0.17

Pension settlement charges

(1.6
)

(0.1
%)

(0.9
)

(0.01
)
Loss on dispositions of businesses

(0.3
)

0.0
%

(0.1
)

—

Loss on investment

—

—

2.8

0.04

Income tax adjustment

—

—

9.0

0.13

Operations

(7.5
)

(0.2
%)

(5.1
)

(0.08
)
For the three months ended September 30, 2016
$
157.5

5.7
%

$
(7.1
)

$
(0.10
)

	Income from Operations			Operating Margin			Net Earnings (Loss) From Continuing Operations Attributable to RRD Common Stockholders			Net Earnings (Loss) Attributable to RRD Stockholders Per Diluted Share
	(in millions, except margin and per share data)
For the Three Months Ended June 30, 2016	$	24.7			1.5	%	$	(23.2	)	$	(0.33	)
2017 restructuring, impairment and other charges - net		(3.8	)		(0.2	%)		(4.9	)		(0.07	)
2016 restructuring, impairment and other charges - net		8.2			0.5	%		11.1			0.16
Spinoff-related transaction expenses		(1.2	)		(0.1	%)		(0.8	)		(0.01	)
Pension settlement charges		20.4			1.2	%		12.0			0.17
Acquisition-related expenses		1.4			0.1	%		1.0			0.01
Loss on debt extinguishments		—			—			(8.5	)		(0.12	)
Net gain on investments		—			—			94.7			1.35
Operations		(11.1	)		(0.7	%)		(4.9	)		(0.07	)
For the Three Months Ended June 30, 2017	$	38.6			2.3	%	$	76.5		$	1.09

2017 restructuring, impairment and other charges - net: included pre-tax charges of $2.4 million for employee termination costs; $1.1 million of lease termination and other restructuring costs; $0.6 million for multi-employer pension plan withdrawal obligations unrelated to facility closures; and $0.3 million net gain related to the sale of previously impaired equipment. See Note 7,Restructuring, Impairment and Other Charges, to the Condensed Consolidated Financial Statements for additional details.

2016 restructuring, impairment and other charges - net: included pre-tax charges of ~~$11.2~~$6.1 million for employee termination costs; ~~$2.3~~$0.7 million of impairment charges related to buildings and machinery and equipment associated with facility closures; $0.8 million of lease termination and other restructuring costs; and ~~$1.5 million for multi-employer pension plan withdrawal obligations unrelated to facility closures.~~

~~2015 restructuring, impairment and other charges - net:~~ included pre-tax charges of $18.8 million for employee termination costs; $18.0 million for the impairment of goodwill in the Europe and Latin America reporting units, respectively, within the International segment; $7.9 million for net impairment charges of other long-lived assets, primarily for buildings and machinery and equipment associated with facility closures; $4.6 million of lease termination and other restructuring costs; $2.3 million for the

~~impairment of intangibles in the Latin America reporting unit within the International segment; and $1.3~~$0.6 million of other charges for multi-employer pension plan withdrawal obligations unrelated to facility closures. See Note 7,Restructuring, Impairment and Other Charges, to the Condensed Consolidated Financial Statements for additional details.

Spinoff-related transaction expenses: included pre-tax charges of ~~$27.0~~$1.2 million ($~~25.5 million after-tax, of which $6.9 million related to certain international spinoff-related tax entity restructuring activities) and $6.7 million ($4.4~~0.8 million after-tax) related to consulting ~~tax advice, legal~~ and other expenses for the three months ended ~~September~~June 30, ~~2016 and 2015, respectively,~~2017 associated with the ~~spinoff transactions.~~Separation and Distribution.

Pension settlement charges: included pre-tax charges of $20.4 million ($12.0 million after-tax) for the three months ended June 30, 2016, related to lump-sum pension settlement payments.

Acquisition-related expenses: included pre-tax charges of $1.4 million ($1.0 million after-tax) related to legal, accounting and other expenses for the three months ended June 30, 2016 associated with contemplated or completed acquisitions.

Loss on debt extinguishments: included a pre-tax net loss of $13.6 million ($8.5 million after-tax) for the three months ended June 30, 2017 related to the premiums paid in connection with the tenders, unamortized debt issuance costs and other expenses due to the debt-for-equity exchange of senior notes and the repurchase of debentures and senior notes during the three months ended June 30, 2017. See Note 15, Debt, to the Condensed Consolidated Financial Statements for additional details.

Net gain on investments: included a pre-tax non-cash net realized gain of $92.4 million ($94.4 million after-tax) for the three months ended June 30, 2017, resulting from the debt-for-equity exchange of a portion of the Company’s retained shares of Donnelley Financial for certain outstanding senior notes and an after-tax gain of $0.4 million related to the Company’s affordable housing investments. See Note 15, Debt, to the Condensed Consolidated Financial Statements for additional details of the debt-for-equity exchange. The three months ended June 30, 2016 included a pre-tax gain of $0.1 million ($0.1 million after-tax) resulting from the sale of certain of the Company’s affordable housing investments.

Operations: reflected price pressures, lower volume in certain reporting units within the International and Variable Print segments and higher variable incentive compensation, partially offset by lower corporate and other overhead costs related to our

operations prior to the Separation, higher volume in the Asia reporting unit, lower bad debt and depreciation and amortization expense and cost control initiatives. See further details in the review of operating results by segment that follows below.

The changes in the Company’s income from operations, operating margin, net earnings (loss) attributable to RR Donnelley common stockholders and net earnings (loss) attributable to RR Donnelley common stockholders per diluted share for the six months ended June 30, 2017, from the six months ended June 30, 2016, were due to the following:

2017 restructuring, impairment and other charges - net: included pre-tax charges of ~~$85.3~~$8.8 million for employee termination costs; $2.7 million of lease termination and other restructuring costs; $1.2 million for multi-employer pension plan withdrawal obligations unrelated to facility closures; and $0.2 million of net impairment charges of long-lived assets. See Note 7,Restructuring, Impairment and Other Charges, to the Condensed Consolidated Financial Statements for additional details.

2016 restructuring, impairment and other charges - net: included pre-tax charges of $11.0 million for employee termination costs; $0.9 million for a net gain on the sale of previously impaired other long-lived assets, partially offset by impairment charges related to buildings and machinery and equipment associated with facility closures; $2.3 million of lease termination and other restructuring costs; and $1.1 million of other charges for multi-employer pension plan withdrawal obligations unrelated to facility closures. See Note 7,Restructuring, Impairment and Other Charges, to the Condensed Consolidated Financial Statements for additional details.

Spinoff-related transaction expenses: included pre-tax charges of $3.3 million ($~~51.9~~2.1 million after-tax) related to consulting and other expenses for the six months ended June 30, 2017 associated with the Separation and Distribution.

Pension settlement charges: included pre-tax charges of $20.4 million ($12.0 million after-tax) for the six months ended June 30, 2016 related to lump-sum pension settlement payments.

Acquisition-related expenses: included pre-tax charges of $2.0 million ($1.4 million after-tax) related to legal, accounting and other expenses for the six months ended June 30, 2016 associated with contemplated or completed acquisitions.

Gain on disposal of businesses: included a pre-tax gain on the sales of two entities in the International segment of $12.3 million ($12.3 million after-tax) for the six months ended June 30, 2016.

Loss on debt extinguishments: included a pre-tax net loss of $13.6 million ($8.5 million after-tax) related to the premiums paid in connection with the tenders, unamortized debt issuance costs and other expenses due to the ~~repurchase~~debt-for-equity exchange of senior notes and ~~amendments~~repurchase of debentures and senior notes during the six months ended June 30, 2017. See Note 15, Debt, to the ~~senior secured revolving credit facility (the “Credit Agreement”) during the three months ended September 30, 2016.~~

~~Acquisition-related expenses:~~ ~~included pre-tax charges of $0.7 million ($0.5 million after-tax) related to legal, accounting and other expenses~~Condensed Consolidated Financial Statements for the three months ended September 30, 2016 associated with contemplated or completed acquisitions. For the three months ended September 30, 2015, these pre-tax charges were $0.3 million ($0.2 million after-tax) for acquisitions completed or contemplated.

~~Other postretirement benefit plan obligation (OPEB) curtailment gains:~~ ~~included a pre-tax gain of $19.7 million ($12.0 million after-tax) as a result of curtailments of the Company’s OPEB plans during the three months ended September 30, 2016.~~

~~Pension settlement charges:~~ ~~included pre-tax charges of $1.6 million ($0.9 million after-tax) for the three months ended September 30, 2016, related to lump-sum pension settlement payments.~~

~~Purchase accounting inventory adjustments:~~ ~~included pre-tax charges of $6.7 million ($4.3 million after-tax) as a result of inventory purchase accounting adjustments for Courier for the three months ended September 30, 2015.~~

~~Loss on dispositions of businesses:~~ ~~included a pre-tax loss on the sale of immaterial entities of $0.3 million ($0.1 million after-tax) for the three months ended September 30, 2016.~~

~~Loss on investments:~~ included a pre-tax loss of $2.8 million ($2.8 million after-tax) resulting from the impairment of the Company’s investment in the Brazilian operations of Courier during the three months ended September 30, 2015.

~~Income tax adjustment:~~ tax expense of $9.0 million was recorded due to the receipt of an unfavorable court decision relating to payment of prior year taxes in the International segment for the three months ended September 30, 2015.

~~Operations:~~ reflected price pressures, unfavorable mix in the Strategic Services segment, lower volume in the Publishing and Retail Services and Variable Print segments, partially offset by lower depreciation and amortization expense and cost saving initiatives. See further details in the review of operating results by segment that follows below.additional details.

~~Financial Performance: Nine Months Ended September 30, 2016~~Net gain on investments:

~~The changes in~~included a pre-tax non-cash net realized gain of $92.4 million ($94.4 million after-tax) resulting from the debt-for-equity exchange of a portion of the Company’s ~~income from operations, operating margin, net earnings attributable to RR~~retained shares of Donnelley ~~common stockholders and net earnings attributable to RR Donnelley common stockholders per diluted share~~Financial for ~~the nine months ended September 30, 2016, from the nine months ended September 30, 2015, were due to the following:~~

Income from Operations

Operating Margin

Net Earnings Attributable to RR Donnelley Common Stockholders

Net Earnings Attributable to RR Donnelley Stockholders Per Diluted Share

(in millions, except margin and per share data)

For the nine months ended September 30, 2015
$
396.6

4.8
%

$
80.1

$
1.17

2016 restructuring, impairment and other charges - net

(38.4
)

(0.5
%)

(32.2
)

(0.46
)
2015 restructuring, impairment and other charges - net

104.9

1.3
%

65.3

0.95

Spinoff-related transaction expenses

(50.6
)

(0.6
%)

(44.5
)

(0.63
)
Pension settlement charges

(98.5
)

(1.2
%)

(59.9
)

(0.85
)
Acquisition-related expenses

11.4

0.2
%

11.0

0.16

Purchase accounting inventory adjustments

9.9

0.1
%

6.4

0.09

Net gain on dispositions of businesses

12.0

0.2
%

12.2

0.17

Loss on debt extinguishments

—

—

(51.9
)

(0.74
)
OPEB curtailment gains

19.7

0.2
%

12.0

0.17

Loss on disposal of Venezuelan entity

—

—

15.7

0.23

Venezuela currency remeasurement

—

—

17.0

0.25

Net gain on investments

—

—

0.3

—

Income tax adjustment

—

—

9.0

0.13

Operations

(23.9
)

(0.3
%)

(22.3
)

(0.38
)
For the nine months ended September 30, 2016
$
343.1

4.2
%

$
18.2

$
0.26

~~2016 restructuring, impairment and other charges - net:~~ included pre-tax charges of $24.9 million for employee termination costs; $8.7 million of lease termination and other restructuring costs; $4.3 million for multi-employer pension plan withdrawal obligations unrelated to facility closures; and $0.5 million of net impairment charges of long-lived assets.

~~2015 restructuring, impairment and other charges - net:~~ included pre-tax charges of $39.8 million for employee termination costs; $23.1 million of other charges, primarily for integration charges related to the Courier acquisition; $18.0 million for the impairment of goodwill in the Europe and Latin America reporting units, respectively, within the International segment; $13.0 million of lease termination and other restructuring costs; $8.7 million for net impairment charges of other long-lived assets, primarily for buildings and machinery and equipment associated with facility closures; and $2.3 million for the impairment of intangibles in the Latin America reporting unit within the International segment.

~~Spinoff-related transaction expenses:~~ ~~included pre-tax charges of $57.3 million ($48.9 million after-tax, of which $6.9 million related to~~ certain international spinoff-related tax entity restructuring activities) and $6.7 million ($4.4 million after-tax) related to consulting, tax advice, legal and other expenses for the nine months ended September 30, 2016 and 2015, respectively, associated with the spinoff transactions.

~~Pension settlement charges:~~ ~~included pre-tax charges of $98.5 million ($59.9 million after-tax) for the nine months ended September 30, 2016, related to lump-sum pension settlement payments.~~

~~Loss on debt extinguishments:~~ included pre-tax charges of $85.3 million ($51.9 million after-tax) related to the premiums paid in connection with the tenders, unamortized debt issuance costs and other expenses due to the repurchase ofoutstanding senior notes and ~~amendments to the Credit Agreement during the nine months ended September 30, 2016.~~

~~Acquisition-related expenses:~~ included pre-tax charges of $2.7 million ($2.4 million after-tax) and $14.1 million ($13.4 million after-tax) related to legal, accounting and other expenses for the nine months ended September 30, 2016 and 2015, respectively, associated with contemplated or completed acquisitions.

~~OPEB curtailment gains:~~ ~~included~~ a pre-tax gain of ~~$19.7~~$1.3 million ($~~12.0 million after-tax) as a result of curtailments of the Company’s OPEB plans during the nine months ended September 30, 2016.~~

~~Purchase accounting inventory adjustments:~~ ~~included pre-tax charges of $9.9 million ($6.4 million after-tax) for the nine months ended September 30, 2015 as a result of inventory purchase accounting adjustments for Courier.~~

~~Net gain on disposition of businesses:~~ ~~included a pre-tax net gain on the sale of entities of $12.0 million ($12.2 million after-tax) for the nine months ended September 30, 2016.~~

~~Loss on disposal of Venezuelan entity:~~ ~~The nine months ended September 30, 2015 included a $15.7 million ($15.7 million after-tax) loss primarily related to the disposal of the Venezuelan operating entity in the International segment.~~

~~Venezuela currency remeasurement:~~ currency remeasurement in Venezuela and the related impact of the devaluation resulted in a pre-tax loss of $30.3 million ($27.5 million after-tax) for the nine months ended September 30, 2015, of which $10.5 million was included in loss attributable to noncontrolling interests.

~~Net gain on investments:~~ ~~included pre-tax gains of $0.1 million ($0.1 million after-tax) and $3.9 million ($2.6~~0.7 million after-tax) resulting from the sale of certain of the Company’s affordable housing investments, ~~during the nine months ended September 30, 2016 and 2015, respectively. Additionally during the nine months ended September 30, 2015, the Company recorded~~partially offset by a pre-tax loss of ~~$2.8~~$51.6 million ($~~2.8~~51.6 million after-tax) resulting from the ~~impairment~~sale of the Company’s ~~investment~~retained shares in LSC during the ~~Brazilian operations of Courier.~~

~~Income tax adjustment:~~ ~~tax expense of $9.0 million was recorded due to the receipt of an unfavorable court decision relating to payment of prior year taxes in the International segment for the nine~~six months ended ~~September~~June 30, ~~2015.~~2017. The six months ended June 30, 2016 included pre-tax gain of $0.1 million ($0.1 million after-tax) resulting from the sale of certain of the Company’s affordable housing investments.

Operations: reflected ~~the impact of~~ price pressures ~~unfavorable revenue mix in the Strategic Services segment,~~and lower volume in certain reporting units within the International and Variable Print segments, ~~and higher bad debt and legal expenses,~~ partially offset by lower corporate and other overhead costs related to our operations prior to the ~~acquisition of Courier, including synergies from~~Separation, higher volume in the ~~integration,~~Asia reporting unit, reduced bad debt, legal and ~~lower~~ depreciation and amortization ~~expense. See further details in the review of operating results by segment that follows below.~~expenses and cost control initiatives.

~~Technological~~Our customers are in an evolving market. While the market is large and fragmented, there are tremendous changes occurring in how organizations need to create, manage, deliver and measure their communications. Key factors facing our customers include regulatory changes, sensitivity to economic conditions, raw material pricing volatility and USPS actions. In addition, technological changes, including the electronic distribution of documents and data, online distribution and hosting of media content, and advances in digital printing, print-on-demand and ~~Internet~~internet technologies, continue to impact the market for ~~the Company’s~~some of our products and ~~services.~~services, such as statement printing and forms.

We work with our customers to create, manage, deliver and optimize their multichannel communications strategies by providing innovative solutions to meet increasing customer demands in light of the large and evolving marketplace. One of ~~the Company’s~~our competitive strengths is that ~~it offers~~we offer a wide array of communications products and services, including print and content management, which provide differentiated solutions for ~~its~~our customers. ~~The Company works with its~~We are also able to manage the storage and distribution of products for our customers by offering warehousing and inventory management solutions that allow customers to ~~create, manage, deliver~~store printed materials and ~~optimize their multi-channel communications strategies. The Company has~~to efficiently ship them using our platform. Our logistics business offers our customers access to our proprietary technology that is designed to determine the most efficient and cost-effective method of shipping depending on our customers’ needs. We believe our breadth of offerings provides us with a distinct competitive advantage. We have and will continue to develop and expand ~~its~~our creative and design, content management, digital and print production, supply chain management and distribution services to address ~~its customers’~~our customers’ evolving needs while supporting the strategic objective of becoming a leading global provider of integrated communication products and services.

The print and related services industry, in general, continues to have excess capacity and remains highly ~~competitive. Despite consolidation in recent years, the industry remains highly~~competitive and fragmented. ~~Across the Company’s~~

We believe that, across our range of products and services, competition is based primarily on ~~price in addition to~~ quality and the ability to service the special needs of ~~customers. Management expects that prices for the Company’s products and services will continue to be~~customers at a ~~focal point for customers in coming years.~~competitive price. Therefore, ~~the Company believes it needs~~we believe we need to continue to ~~lower its cost structure and continue to~~ differentiate ~~its~~our product and service ~~offerings.~~offerings and aggressively manage our cost structure to remain competitive.

~~Digital technologies have impacted printed retail inserts, magazines~~We also operate in a highly competitive and ~~catalogs~~fragmented market for commercial freight transportation and third-party logistics services. Primary competitors to our services include other national non-asset based third-party logistics companies, as ~~some advertiser spending has moved from print to electronic media. Electronic communication~~well as regional or niche freight brokerages, asset-based carriers offering brokerage and/or logistics services, wholesale intermodal transportation service providers and transaction technology has eliminated or reduced the role of many traditional printed products and has continued to drive electronic substitution in directory and statement printing, in part driven by environmental concerns and cost pressures at key customers. In recent years, the trend in e-book substitution has shifted and the publishing industry has experienced growth in consumer print book volume, while sales of e-books have declined. The future impact of technology on the Company’s business is difficult to predict and could result in additional expenditures to restructure impacted operations or develop new technologies.rail carriers. In addition, ~~the Company has made targeted acquisitions and investments~~we may from time to ~~offer customers innovative services and solutions that further secure the Company’s position as a technology leader in the industry.~~

The acquisition of Courier supports the Company’s strategic objective of generating profitable growth and improved cash flow and liquidity through targeted acquisitions. The acquisition has enhanced the Company’s existing capabilities and ability to serve its

~~customers and has provided cost savings through the combination of best practices, complementary products and manufacturing and distribution capabilities.~~

The Company has implemented a number of strategic initiatives to reduce its overall cost structure and improve efficiency, including the restructuring, reorganization and integration of operations and streamlining of administrative and support activities. Future cost reduction initiatives could include the reorganization of operations and the consolidation of facilities. Implementing such initiatives might result in future restructuringtime compete against carriers’ internal sales forces or impairment charges, which may be substantial. Management also reviews the Company’s operations and management structure on a regular basis to balance appropriate risks and opportunities to maximize efficiencies and to support the Company’s long-term strategic goals. Additionally, to align with its long-term strategic goals, the Company split into three independent public companies effective October 1, 2016. The spinoff transactions will allow each business to pursue their own strategies and invest according to the unique dynamics of their respective industries. Refer to ~~Spinoff Transactions~~ ~~for further details regarding the spinoff transactions.~~shippers’ internal transportation departments.

Advertising and consumer spending trends affect demand in several of the end-markets ~~served by the Company. Historically, demand for printing of magazines, catalogs, retail inserts and books is higher~~we serve. As such, we have some seasonality in the second half of the year ~~driven by increased advertising pages within magazines, and holiday volume~~ in catalogs, retail inserts and books. Partially offsetting this pattern, demand for financial print and related services is typically stronger in the first half of the year due to annual compliance requirements. Additionally, the Company’s Commercial and Digital Print reporting unit produces campaign-related printed products. Therefore, quarterly and annual results may be impacted by U.S. election cycles. These seasonal patterns can also be impacted by overall trends in the U.S. and world economy. The Company expects the seasonality impact in 2016 and future years to be in line with historical patterns. However, due toour business, despite the breadth of our ~~products~~product and services ~~offerings, we generally have not experienced significant seasonality in our business.~~offerings.

The primary raw materials ~~the Company uses~~we use in ~~its~~our print businesses are paper and ink. ~~The Company negotiates~~We negotiate with leading suppliers to maximize ~~its~~our purchasing ~~efficiencies and uses a wide variety~~efficiencies. Some of the paper ~~grades, formats, ink formulations and colors. In addition, a substantial amount of paper used by the Company~~we use is supplied directly by customers. Variations in the cost and supply of certain paper grades and ink formulations used in the manufacturing process may affect the Company’s consolidated financial results. Paper prices fluctuated during the first ~~nine~~six months of ~~2016,~~2017 and volatility in the future is expected. Generally, customers directly absorb the impact of changing prices on customer-supplied paper. With respect to paper we purchased, ~~by the Company, the Company has~~we have historically passed most changes in price through to ~~its~~our customers. ~~Contractual~~We believe contractual arrangements and industry practice ~~should~~will support ~~the Company’s~~our continued ability to pass on any future paper price increases, but there is no assurance that market conditions will continue to enable ~~the Company~~us to successfully do so. ~~Management believes~~We believe that the paper ~~industry~~supply is consolidating, and there may be shortfalls in the future in supplies necessary to meet the demands

of the entire marketplace. Higher paper prices and tight paper supplies may have an impact on customers’ demand for printed products. ~~The Company has~~We resell waste paper and other print-related by-products. We also have undertaken various strategic initiatives to mitigate any foreseeable supply disruptions with respect to ~~the Company’s~~our ink requirements. ~~The Company also resells waste paper and other print-related by-products and~~We may be impacted by changes in prices for these ~~by-products.~~by-products in the future.

~~The Company continues~~We continue to monitor the impact of changes in the price of crude oil and other energy costs, which impact ~~the Company’s~~our ink suppliers, logistics operations and manufacturing costs. Crude oil and energy prices continue to be volatile. ~~The Company believes its~~We believe our logistics operations will continue to be able to pass a substantial portion of any increases in fuel prices directly to ~~its~~our customers in order to offset the impact of related cost increases. Decreases in fuel prices are also passed on to customers which negatively ~~impacts sales. The Company~~impact sales and income from operations. We generally cannot pass on to customers the impact of higher energy prices on ~~its~~our manufacturing ~~costs, however, the Company enters into fixed price contracts for a portion of its natural gas purchases to mitigate the impact of changes in energy prices. The Company~~costs. We cannot predict sudden changes in energy prices and the impact that possible future changes in energy prices might have upon either future operating costs or customer demand and the related impact either will have on ~~the Company’s~~our consolidated annual results of operations, financial position or cash ~~flows.~~flows.

~~The Company’s~~Our products are distributed to end-users through the U.S. or foreign postal services, through retail channels, electronically or by direct shipment to customer facilities. Through ~~its~~our logistics operations, ~~the Company manages~~we manage the distribution of most customer products ~~printed by the Company~~we print in the U.S. and Canada to maximize efficiency and reduce costs for ~~customers.~~customers.

As a leading provider of print logistics and among the largest mailers of standard mail in the U.S., ~~the Company works~~we work closely with ~~its~~our customers and the ~~United States Postal Service (“USPS”)~~USPS to offer innovative products and mail preparation services to

minimize postage costs. While ~~the Company does~~we do not directly absorb the impact of higher postal rates on ~~its~~our customers’ mailings, demand for products distributed through the U.S. or foreign postal services has been negatively impacted by increases in postal rates, as postal costs are a significant component of many customers’ cost structures.

Under the 2006 Postal Accountability and Enhancement Act (“PAEA”), it had been anticipated that postage for ~~its~~ Market Dominant mail categories would increase annually by an amount equal to or slightly less than the Consumer Price Index (the “CPI”). On January 15, 2015, the USPS filed for a CPI rate increase of approximately 2.0%, which was approved by the Postal Regulatory Commission (the “PRC”) on May 7, 2015, and became effective on May 31, 2015. On April 10, 2016, the USPS removed the exigent surcharge, which was approved in December 2013, resulting in a 4.3% decrease in postage rates for all significant mail categories. The USPS ~~has announced that it will seek~~implemented a CPI postage increase on January 22, 2017 of approximately 1.0%. In addition, there is a pending bi-partisan legislative proposal that seeks to stabilize the financial condition of the USPS, which among other things calls for restoring a 2.15% increase (approximately half of the exigent surcharge) on market dominant mail ~~categories. Congressional passage of this legislation is unlikely in 2016.~~products. The USPS ~~has temporarily suspended its previously announced~~ plans ~~to restructure~~for further restructuring of its mail delivery network, including the closure of many post office facilities. ~~These restructuring~~However, these plans ~~may resume~~are still under temporary suspension. Additionally, as required by PAEA, the Postal Regulatory Commission began a comprehensive review of the law on December 20, 2016, its 10 year anniversary, to determine if the current system for regulating rates and classes for market-dominant products is achieving the original objectives of the law. The study is still in process and their recommendations are due by the end of 2017. The impact ~~to the Company~~ of ~~the USPS’s restructuring plans, many of which require legislative action,~~these actions cannot currently be estimated. Mail ~~delivery~~transportation services ~~through~~to the USPS facilities across the country accounted for approximately ~~41%~~32% of the Company’s logistics revenues during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

~~The Company performs its~~We perform our goodwill impairment tests annually as of October 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. As part of its interim review for indicators of impairment, management analyzed potential changes in value of individual reporting units with goodwill based on each reporting unit’s operating results for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared to expected results. In addition, management considered how other key assumptions, including discount rates and expected long-term growth rates, used in the last fiscal year’s impairment analysis, could be impacted by changes in market conditions and economic events.

Management considered trends in these factors when performing its assessment of whether an interim impairment review was required for any reporting unit. Based on this interim assessment, management concluded that as of ~~September~~June 30, ~~2016,~~2017, no events or changes in circumstances indicated that it was more likely than not that the fair value for any reporting unit had declined below its carrying value. Nevertheless, significant changes in economic and market conditions could result in changes to expectations of future financial results and key valuation assumptions. Such changes could result in revisions of management’s estimates of the fair value of ~~the Company’s~~our reporting units and could result in a material impairment of goodwill in a future interim period or as of October 31, ~~2016, the Company’s~~2017, our next annual measurement date.

In particular, the ~~commercial and digital print, statement printing and~~ digital and creative solutions reporting ~~units have~~unit, which is included within the Strategic Services segment, has experienced declines in sales ~~primarily due to decreased volume.~~with existing customers. Continued negative trends could impact the estimated fair ~~values~~value of ~~these~~this reporting ~~units~~unit and could result in a future impairment ~~charges.~~charge. As of the October 31, ~~2015~~2016 annual goodwill impairment test, the fair ~~values~~value of the ~~commercial and digital print,~~ ~~statement printing and~~ digital and creative solutions reporting ~~units~~unit exceeded ~~their respective~~its book ~~values~~value by approximately ~~20%, 17% and 27%~~30%. As of ~~September~~June 30, ~~2016, $416.3 million, $126.9 million and $25.5~~2017, $21.3 million of goodwill was allocated to the ~~commercial and digital print, statement printing and digital and creative solutions~~ ~~reporting units, respectively.~~ ~~The commercial and digital print and statement printing~~ ~~reporting units are part of the Variable Print segment. The~~ digital and creative solutions reporting ~~unit is part of the Strategic Services segment.~~unit.

The funded status of ~~the Company’s~~our pension and other postretirement benefits plans is dependent upon many factors, including returns on invested assets and the level of certain market interest rates. Market conditions may lead to changes in the discount rates (used to value the year-end benefit obligations of the plans) and the market value of the securities held by the plans, which could significantly increase or decrease the funded status of the plans. ~~The Company reviews its~~We review the actuarial assumptions on an annual basis as of December 31. Based on current estimates, ~~the Company expects~~we expect to make cash contributions of approximately ~~$25.0~~$17.0 million to ~~$30.0 million to its~~our pension and other postretirement benefits plans for the full year ~~2016,~~2017 of which ~~$18.6~~$9.0 million has been contributed during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

As of December 31, 2016 the Company ~~announced the discontinuation~~had approximately $70.0 million of retiree medical, prescription drug and life insurance benefits for individuals retiring on or after October 1, 2016. This change was accounted for as a significant plan amendment and the other postemployment benefit plan obligation was remeasured as of September 30, 2016. This remeasurement resulted in a reduction to the other postemployment benefit plan obligations of $35.0 million and a curtailment gain of $16.4 million within cost of sales and $3.3 million in selling, general and administrative expenses during the three and nine months ended September 30, 2016.

~~During the fourth quarter of 2015, the Company communicated to retirees the option to receive a lump-sum pension payment or annuity with payments beginning~~U.S. deferred tax assets which at this time, we believe is more likely than not that we will realize these deferred tax assets. However, in the ~~second quarter~~next twelve months we may be required to establish a valuation allowance to reduce the carrying value of 2016. A portion of the eligible participants elected to receive a lump-sum pension payment or annuity and as a result the Company’s pension assets and liabilities were remeasured as of the payout date. As a result of the remeasurement, the Company recorded a non-cash settlement charge of $1.6 million and $98.5 million in selling, general and administrative expenses during ~~the three and nine months ended September 30, 2016~~ ~~(see Note 7,~~ ~~Employee Benefits, to the Condensed Consolidated Financial Statements).~~

During the fourth quarter of 2015, the Company changed the method used to estimate the interest cost components of net pension and other postretirement benefits plan expense for its defined benefit pension and other postretirement benefit plans. Historically, the interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation at the beginning of the period. The Company has elected to use a full yield curve approach in the estimation of these interest components of net pension and other postretirement benefits plan expense by applying the specific spot rates along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows. The Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise measurement of interest costs. This change does not affect the measurement and calculation of the Company’s total benefit obligations. The Company has accounted for this change as a change in estimate, which prospectively started in the first quarter of 2016. The reduction in the interest cost components of net pension and other postretirement benefits plan expense for 2016 associated with this change in estimate is approximately $34.0 million.certain U.S. deferred tax assets.

In the financial review that follows, ~~the Company discusses its~~we discuss our consolidated results of operations, financial position, cash flows and certain other ~~information and does not give effect to the spinoff transactions which occurred on October 1, 2016.~~information. This discussion should be read in conjunction with ~~the Company’s~~our Condensed Consolidated Financial Statements and related notes.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2016~~2017 AS COMPARED TO THE THREE MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2015~~2016

The following table shows the results of continuing operations for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, which reflects the results of acquired businesses from the relevant acquisition dates:

	Three Months Ended September 30,										Three Months Ended June 30,
	2016		2015		$ Change			% Change			2017		2016		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)

Products net sales	$	2,281.6	$	2,359.0	$	(77.4	)		(3.3	%)	$	1,263.4	$	1,231.7	$	31.7			2.6	%
Services net sales		490.8		469.0		21.8			4.6	%		382.6		400.9		(18.3	)		(4.6	%)
Total net sales		2,772.4		2,828.0		(55.6	)		(2.0	%)		1,646.0		1,632.6		13.4			0.8	%
Products cost of sales (exclusive of depreciation and amortization)		1,780.5		1,844.8		(64.3	)		(3.5	%)		1,020.7		985.2		35.5			3.6	%
Services cost of sales (exclusive of depreciation and amortization)		384.2		363.3		20.9			5.8	%
Services cost of sales (exclusive of depreciation and amortization)												322.2		331.0		(8.8	)		(2.7	%)
Total cost of sales		2,164.7		2,208.1		(43.4	)		(2.0	%)		1,342.9		1,316.2		26.7			2.0	%
Products gross profit		501.1		514.2		(13.1	)		(2.5	%)		242.7		246.5		(3.8	)		(1.5	%)
Services gross profit		106.6		105.7		0.9			0.9	%		60.4		69.9		(9.5	)		(13.6	%)
Total gross profit		607.7		619.9		(12.2	)		(2.0	%)		303.1		316.4		(13.3	)		(4.2	%)
Selling, general and administrative expenses (exclusive of depreciation and amortization)		333.4		328.4		5.0			1.5	%		213.2		233.6		(20.4	)		(8.7	%)
Restructuring, impairment and other charges-net		15.0		52.9		(37.9	)		(71.6	%)		3.8		8.2		(4.4	)		(53.7	%)
Depreciation and amortization		101.5		115.3		(13.8	)		(12.0	%)		47.5		49.9		(2.4	)		(4.8	%)
Other operating expense		0.3		—		0.3			100.0	%
Income from operations	$	157.5	$	123.3	$	34.2			27.7	%	$	38.6	$	24.7	$	13.9			56.3	%

Net sales of products for the three months ended ~~September~~June 30, ~~2016 decreased $77.4~~2017 increased $31.7 million, or ~~3.3%~~2.6%, to ~~$2,281.6~~$1,263.4 million versus the same period in ~~2015,~~2016, including a ~~$20.6~~$10.5 million, or 0.9%, decrease due to changes in foreign exchange rates. ~~Net~~Including the impact of changes in foreign exchange rates, net sales of products ~~decreased~~increased due to higher volume within the Asia and sourcing reporting units, partially offset by lower volume ~~across~~in the Variable Print segment and certain other reporting units within the International ~~and Publishing and Retail segments,~~segment, as well as price ~~pressures and a $4.4 million decrease in pass-through paper sales.~~pressures.

Net sales from services for the three months ended ~~September~~June 30, ~~2016 increased $21.8~~2017 decreased $18.3 million, or 4.6%, to ~~$490.8~~$382.6 million versus the same period in ~~2015,~~2016, including a ~~$1.6~~$3.9 million, or ~~0.3%~~1.0%, decrease due to changes in foreign exchange rates. Net sales ~~increased~~decreased primarily due to ~~an increase~~lower postage pass-through sales within logistics, lower volume in business process outsourcing and price pressures, partially offset by higher volume in freight brokerage and courier services ~~and~~as well as increased ~~volume in data room and translation services, partially offset by lower volume in the business process outsourcing reporting unit.~~fuel surcharges.

Products cost of sales ~~decreased $64.3~~increased $35.5 million, or ~~3.5%~~3.6%, for the three months ended ~~September~~June 30, ~~2016~~2017 versus the same period in the prior year, primarily due to higher volume within the Asia and sourcing reporting units as well as cost inflation, partially offset by lower volume in the Variable Print segment and ~~International segments and cost controls, partially offset by higher volume primarily in supply chain management and fulfillment~~certain reporting units within the ~~Publishing and Retail Services~~International segment ~~and~~along with cost ~~inflation.~~control initiatives across the organization. As a percentage of net sales, products cost of sales ~~decreased 0.2%~~increased 0.8 percentage points for the three months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015,~~2016, primarily due to ~~a favorable~~an unfavorable mix in the ~~Publishing~~Variable Print and ~~Retail Services segment.~~International segments.

Services cost of sales ~~increased $20.9~~decreased $8.8 million, or ~~5.8%~~2.7%, for the three months ended ~~September~~June 30, ~~2016~~2017 versus the same period in the prior year. Services cost of sales ~~increased~~decreased primarily due to lower postage pass-through sales within logistics and reduced business process outsourcing volume, partially offset by higher volume in freight brokerage and courier services ~~within~~in the ~~logistics~~logistic reporting unit. As a percentage of net sales, services cost of sales increased ~~0.8%~~1.6 percentage points for the three months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015,~~2016, primarily due to an unfavorable revenue mix in ~~the Strategic Services segment.~~business process outsourcing.

Products gross profit decreased ~~$13.1~~$3.8 million to ~~$501.1~~$242.7 million for the three months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015~~2016 primarily due to price pressures and ~~lower~~an unfavorable mix in Variable Print and certain International reporting units, partially offset by higher volume in the Asia reporting unit, favorable revenue mix within the statement printing reporting unit and cost control initiatives. Products gross margin decreased from 20.0% to 19.2%, driven by price pressures and an unfavorable revenue mix within much of the International segment and the Variable Print segment, partially offset by cost control initiatives. ~~Products~~

Services gross profit decreased $9.5 million to $60.4 million for the three months ended June 30, 2017 versus the same period in 2016 due to decreased volume in the business processing outsourcing reporting unit, an unfavorable revenue mix in the logistics reporting unit and price pressures, partially offset by increased fuel surcharges in the logistics reporting unit. Services gross margin ~~increased~~decreased from ~~21.8%~~17.4% to ~~22.0%~~15.8%, ~~driven by a favorable revenue mix~~reflecting lower volume in business process outsourcing and price pressures.

Selling, general and administrative expenses decreased $20.4 million to $213.2 million for the three months ended June 30, 2017 versus the same period in 2016 reflecting the prior year pension settlement charge, lower corporate and other overhead costs related to our operations prior to the Separation, lower bad debt expense and cost control initiatives, partially offset by ~~price pressures.~~

~~Services gross profit increased $0.9 million to $106.6 million for the three months ended September 30, 2016 versus the same period in 2015 due to~~ higher in volume in freight brokerage services and increased volume in data room and translation services, partially offset by lower volume in the business processing outsourcing reporting unit. Services gross margin decreased from 22.5% to 21.7%, reflecting unfavorable revenue mix in the Strategic Services segment.

Selling, general and administrative expenses increased $5.0 million to $333.4 million for the three months ended September 30, 2016 versus the same period in 2015 reflecting an increase of $20.3 million in spinoff-related transaction expenses, partially offset by higher pension income and the curtailment gain.variable incentive compensation. As a percentage of net sales, selling, general and administrative expenses ~~increased~~decreased from ~~11.6%~~14.3% to ~~12.0%~~13.0% for the three months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015,~~2016, due to the impact of the aforementioned expenses.

For the three months ended ~~September~~June 30, 2017, the Company recorded net restructuring, impairment and other charges of $3.8 million. These charges included $2.4 million for employee termination costs, which were related to the reorganization of certain operations within the International and Variable Print segments. The Company also incurred lease termination and other restructuring costs of $1.1 million and a net gain of $0.3 million primarily related to the sale of previously impaired equipment in the Variable Print segment during the three months ended June 30, 2017. Additionally, the Company recorded $0.6 million of other charges for multi-employer pension plan withdrawal obligations unrelated to facility closures. Refer to Note 7, Restructuring, Impairment and Other Charges, within the Notes to the Condensed Consolidated Financial Statements for additional information.

For the three months ended June 30, 2016, the Company recorded net restructuring, impairment and other charges of $15.0 million. These charges included $11.2 million for employee termination costs for 174 employees, of whom 167 were terminated as of September 30, 2016. These charges were primarily the result of the reorganization of certain administrative functions and operations. The Company also incurred lease termination and other restructuring costs of $2.3 million for the three months ended September 30, 2016. ~~Additionally, the Company recorded~~ ~~$1.5~~ ~~million of other charges for multi-employer pension plan withdrawal obligations.~~

~~For the three months ended September 30, 2015, the Company recorded net restructuring, impairment and other charges of $52.9~~$8.2 million. The Company recorded ~~$18.8~~$6.1 million of employee termination costs, ~~for 628 employees, all of whom were terminated as of September 30, 2016. These charges were~~ primarily due to two facility closures in the International ~~segment. Additionally,~~segment and the ~~Company incurred net impairment charges~~reorganization of $28.2 million, including $18.0 million for the impairment of goodwill in the Europe and Latin America reporting units within the International segment, $7.9 million of impairment charges for other long-lived assets, primarily for buildings and machinery and equipment associated with facility closures and $2.3 million for the impairment of intangibles in the Latin America reporting unit within the International segment for the three months ended September 30, 2015.certain operations. The Company also recorded lease termination and other restructuring charges of ~~$4.6~~$0.8 million and ~~$1.3~~$0.6 million of other charges related to multi-employer pension plan withdrawal obligations unrelated to facility closures for the three months ended ~~September~~June 30, ~~2015.~~2016. Additionally, the Company recorded $0.7 million of impairment charges related to buildings and machinery and equipment associated with facility closures. Refer to Note 7, Restructuring, Impairment and Other Charges, within the Notes to the Condensed Consolidated Financial Statements for additional information.

Depreciation and amortization decreased ~~$13.8~~$2.4 million to ~~$101.5~~$47.5 million for the three months ended ~~September~~June 30, ~~2016~~2017 compared to the same period in ~~2015~~2016 primarily due to lower capital spending in recent years compared to historical ~~levels.~~levels and certain International customer relationship intangible assets becoming fully amortized since the prior year. Depreciation and amortization included ~~$15.6~~$7.0 million and ~~$20.4~~$8.1 million of amortization of other intangible assets related to customer relationships, trade names, trademarks, licenses and agreements for the three months ended ~~September~~June 30, 2017 and 2016, ~~and 2015,~~ respectively.

~~For the three months ended September 30, 2016, other operating expense was $0.3 million, which related to the loss on the sale of immaterial entities.~~

Income from operations for the three months ended ~~September~~June 30, ~~2016~~2017 was ~~$157.5~~$38.6 million, an increase of ~~$34.2~~$13.9 million, or ~~27.7%~~56.3%, compared to the three months ended ~~September~~June 30, ~~2015.~~2016. The increase was due to the prior year pension settlement charge, lower corporate and other overhead costs related to our operations prior to the Separation, higher volume in the Asia reporting unit, lower bad debt expense, lower restructuring, impairment and other charges ~~the curtailment gain, lower~~and depreciation and amortization expense and cost ~~controls,~~control initiatives, partially offset by price pressures ~~higher spinoff-related transaction expenses, unfavorable mix in the Strategic Services segment~~ and lower volume in certain reporting units within the ~~Publishing and Retail Services~~International and Variable Print segments.

	Three Months Ended September 30,											Three Months Ended June 30,
	2016			2015		$ Change			% Change			2017			2016		$ Change			% Change
	(in millions, except percentages)											(in millions, except percentages)
Interest expense-net	$	67.1		$	69.0	$	(1.9	)		(2.8	%)	$	45.5		$	51.4	$	(5.9	)		(11.5	%)
Investment and other (income) expense-net		(0.6	)		3.0		(3.6	)		(120.0	%)		(93.1	)		0.7		93.8		nm
Loss on debt extinguishments		85.3			—		85.3			100.0	%		13.6			—		13.6		nm

Net interest expense decreased by ~~$1.9~~$5.9 million for the three months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015,~~2016, primarily due to a decrease in average senior notes ~~outstanding, partially offset by higher average borrowings under the Credit Agreement.~~outstanding.

Net investment and other (income) ~~expense~~expense-net for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 was income of ~~$0.6~~$93.1 million and expense of ~~$3.0~~$0.7 million, respectively. ~~For~~During the three months ended ~~September~~June 30, ~~2015,~~2017, the Company ~~recorded~~recognized a ~~loss~~non-cash net realized gain of ~~$2.8~~$92.4 million on the retained shares of Donnelley Financial exchanged for ~~the impairment~~certain of the Company’s ~~investment in~~senior notes outstanding. See Note 15, Debt, to the ~~Brazilian operations~~Condensed Consolidated Financial Statements for additional details of ~~Courier.~~the debt-for-equity exchange.

Loss on debt extinguishments for the three months ended June 30, 2017 was $13.6 million which related to premiums paid in connection with the tenders, unamortized debt issuance costs and other expenses ~~for~~associated with the ~~three months ended September 30, 2016 was $85.3 million due to the tenders~~debt-for-equity exchange of senior notes and the ~~amendments~~repurchase of debentures and senior notes in June 2017. Refer to Note 15, Debt, to the ~~Credit Agreement.~~

The effective income tax rate for the three months ended ~~September~~June 30, ~~2016~~2017 was ~~219.3%~~(5.6%) compared to ~~77.4%~~16.1% in the same period in ~~2015.~~2016. The effective income tax rate for the period ended June 30, 2017 reflects the impact of the non-taxable gain on the disposition of the Donnelley Financial retained shares. The income tax provision for the period ended ~~September~~June 30, 2016 reflects the impact of ~~certain non-deductible spinoff-related transaction expenses,~~ income ~~taxes for certain internal reorganization transactions~~generated in ~~preparation for the spinoff transactions within the International segment~~higher taxing jurisdictions and the ~~adjustment of valuation allowances in the International segment.~~ ~~The income~~inability to recognize a tax ~~provision for the period ended September 30, 2015~~ reflects charges for unrecognized tax positions of $9.0 million due to the receipt of an unfavorable court decision relating to payment of prior year taxes in the International segment as well as the impact of the non-deductible goodwill impairment charges.benefit on certain losses.

Income ~~(loss)~~ attributable to noncontrolling interests was ~~income of $0.3~~$0.2 million for both the three months ended ~~September~~June 30, ~~2016~~2017 and a loss of $2.7 million for the three months ended September 30, 2015. For the three months ended September 30, 2015, the Company recorded a loss of $2.6 million for the impairment of the Company’s investment in the Brazilian operations of Courier.2016.

The net ~~loss~~earnings from continuing operations, excluding the impact from non-controlling interests, attributable to ~~RR Donnelley~~RRD common stockholders for the three months ended ~~September~~June 30, ~~2016~~2017 was ~~$7.1~~$76.5 million, or ~~$0.10~~$1.09 per diluted share, compared to a net ~~earnings~~loss of ~~$14.3~~$23.2 million, or ~~$0.20~~$0.33 per diluted share, for the three months ended ~~September~~June 30, ~~2015.~~2016.

The following tables summarize net sales, income (loss) from operations and certain items impacting comparability within each of the operating segments and Corporate. The descriptions of the reporting units generally reflect the primary products or services provided by each reporting unit. Included in these net sales amounts are sales of other products or services that may be produced within a reporting unit to meet customer needs and improve operating efficiency.

	Three Months Ended						Three Months Ended
	September 30,						June 30,
	2016			2015			2017			2016
	(in millions, except percentages)						(in millions, except percentages)
Net sales	$	672.0		$	684.9		$	735.0		$	741.4
Income from operations		39.0			33.4			31.1			40.1
Operating margin		5.8	%		4.9	%		4.2	%		5.4	%
Restructuring, impairment and other charges-net		2.0			5.8			1.0			1.5
Purchase accounting inventory adjustment		—			5.6

Net sales for the Publishing and Retail Services segment for the three months ended September 30, 2016 were $672.0 million, a decrease of $12.9 million, or 1.9%, compared to 2015. Net sales decreased due to reduced volume in the magazines, catalogs and retail inserts reporting unit, a $4.4 million decrease in pass-through paper sales and price pressures, partially offset by increased volume in the books reporting unit. An analysis of net sales by reporting unit follows:

Publishing and Retail Services segment income from operations increased by $5.6 million for the three months ended September 30, 2016 as a result of a purchase accounting adjustment booked in the prior year period, lower restructuring, impairment and other charges and synergies from the acquisition of Courier, ~~partially offset by price pressures and lower volume~~. Operating margins increased from 4.9% for the three months ended September 30, 2015 to 5.8% for the three months ended September 30, 2016, of which 0.8 percentage points were due to a purchase accounting inventory adjustment in the prior year period and 0.5 percentage points were due to lower restructuring, impairment and other charges. ~~Operating margins were unfavorably impacted by price pressures.~~

	Net Sales for the Three Months Ended										Net Sales for the Three Months Ended
	September 30,										June 30,
Reporting unit	2016		2015		$ Change			% Change			2017		2016		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Commercial and digital print	$	412.9	$	409.6	$	3.3			0.8	%	$	384.4	$	389.1	$	(4.7	)		(1.2	%)
Direct mail		143.3		135.8		7.5			5.5	%		120.0		121.7		(1.7	)		(1.4	%)
Office products		125.1		144.0		(18.9	)		(13.1	%)
Statement printing												91.0		89.3		1.7			1.9	%
Labels		101.3		106.3		(5.0	)		(4.7	%)		95.1		96.8		(1.7	)		(1.8	%)
Statement printing		85.5		90.6		(5.1	)		(5.6	%)
Forms		46.2		49.6		(3.4	)		(6.9	%)		44.5		44.5		—			—
Total Variable Print	$	914.3	$	935.9	$	(21.6	)		(2.3	%)	$	735.0	$	741.4	$	(6.4	)		(0.9	%)

Net sales for the Variable Print segment for the three months ended ~~September~~June 30, ~~2016~~2017 were ~~$914.3~~$735.0 million, a decrease of ~~$21.6~~$6.4 million, or ~~2.3%~~0.9%, compared to ~~2015,~~2016, including a ~~$0.1~~$0.3 million decrease due to changes in foreign exchange rates. Net sales decreased due to lower volume primarily in the ~~office products, labels, statement printing and forms reporting units, price pressures and lower pass-through postage sales, partially offset by increased volume in the~~ direct mail and commercial and digital print reporting ~~units.~~units and price pressures. An analysis of net sales by reporting unit follows:

Variable Print segment income from operations ~~increased $6.2~~decreased $9.0 million for the three months ended ~~September~~June 30, ~~2016,~~2017, primarily due to lower ~~depreciation~~volume and ~~amortization expense, lower~~unfavorable mix within commercial and digital print and direct mail and price pressures, partially offset by a favorable mix within statement printing and forms. Operating margins decreased from 5.4% for the three months ended June 30, 2016 to 4.2% for the three months ended June 30, 2017 due to unfavorable mix within commercial and digital print and direct mail and price pressures, partially offset by cost control initiatives and favorable mix within statement printing, forms and labels. Lower restructuring, impairment and other charges increased volume in the direct mail, favorable revenue mix within the forms and commercial and digital print reporting units, partially offset by lower volume within the office products, statement printing and labels reporting units and price pressures. Operating margins increased from 6.2% for the three months ended September 30, 2015 to 7.0% for the three months ended September 30, 2016. Operating margins were favorably impacted operating margins by ~~lower depreciation and amortization expense, cost controls and a favorable revenue mix within the commercial and digital print reporting unit, partially offset by price pressures.~~0.1 percentage points.

Net sales for the Strategic Services segment for the three months ended ~~September~~June 30, ~~2016~~2017 were ~~$646.6~~$406.0 million, an increase of ~~$11.0~~$5.9 million, or ~~1.7%~~1.5%, compared to ~~2015, including a $1.1 million, or 0.2%, decrease due to changes in foreign exchange rates.~~2016. Net sales increased primarily due to higher volume in sourcing, freight brokerage and courier services and ~~commercial and forms volume within the Sourcing reporting unit,~~increased fuel surcharges in logistics, partially offset by ~~a reduction~~lower postage pass-through sales in ~~book publishing, capital markets transactions activity~~logistics and ~~compliance products volume and decreased fuel surcharges in logistics.~~price pressures. An analysis of net sales by reporting unit follows:

Strategic Services segment income from operations decreased ~~$11.7~~$4.9 million for the three months ended ~~September~~June 30, ~~2016,~~2017, mainly due to ~~a reduction~~an unfavorable revenue mix in ~~publishing volume~~logistics and ~~capital markets transactions and compliance products activity,~~price pressures within logistics, partially offset by ~~volume increases in freight brokerage services and sourcing, a purchase accounting inventory adjustment in the prior year period and lower restructuring, impairment and other charges.~~increased fuel surcharges. Operating margins decreased from ~~8.1%~~2.2% to ~~6.2%~~1.0%, primarily due to ~~lower book publishing volume, a reduction in capital market transactions activity and~~an unfavorable revenue mix within the segment and price pressures, partially offset by increased fuel surcharges in ~~the~~ logistics, ~~reporting unit. A purchase accounting inventory adjustment in the prior year period~~productivity and ~~lower~~cost control initiatives. Lower restructuring, impairment and other charges ~~improved~~favorably impacted operating margins by ~~0.2 percentage points and~~ 0.1 percentage ~~points, respectively.~~points.

	Net Sales for the Three Months Ended										Net Sales for the Three Months Ended
	September 30,										June 30,
Reporting unit	2016		2015		$ Change			% Change			2017		2016		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Asia	$	198.3	$	196.4	$	1.9			1.0	%	$	220.9	$	167.7	$	53.2			31.7	%
Global Turnkey Solutions												111.2		128.5		(17.3	)		(13.5	%)
Business process outsourcing		88.6		107.8		(19.2	)		(17.8	%)		94.2		112.1		(17.9	)		(16.0	%)
Global Turnkey Solutions		81.5		87.2		(5.7	)		(6.5	%)
Europe		70.8		77.7		(6.9	)		(8.9	%)
Canada		46.2		43.3		2.9			6.7	%		48.8		54.1		(5.3	)		(9.8	%)
Latin America		54.1		59.2		(5.1	)		(8.6	%)		29.9		28.7		1.2			4.2	%
Total International	$	539.5	$	571.6	$	(32.1	)		(5.6	%)	$	505.0	$	491.1	$	13.9			2.8	%

Net sales in the International segment for the three months ended ~~September~~June 30, ~~2016~~2017 were ~~$539.5~~$505.0 million, ~~a decrease~~an increase of ~~$32.1~~$13.9 million, or ~~5.6%~~2.8%, compared to the same period in ~~2015, including~~2016, inclusive of a ~~$21.0~~$14.1 million, or ~~3.7%~~2.9%, decrease due to changes in foreign exchange rates. ~~The net~~Net sales ~~decrease was also~~increased due to higher volume in Asia, partially offset by lower volume in ~~the~~ business process outsourcing, Global Turnkey Solutions ~~Europe~~ and ~~Latin America reporting units, as well as~~Canada and price pressures. An analysis of net sales by reporting unit follows:

International segment income from operations ~~increased $42.8~~decreased $12.5 million primarily due to lower ~~restructuring, impairment~~volume in Global Turnkey Solutions, business process outsourcing and ~~other charges and~~Canada as well as price pressures, partially offset by increased volume in Asia, lower bad debt expense and ~~Canada, partially offset by price pressures. Operating margins increased from negative 1.5% to 6.4%, driven by~~ lower restructuring, impairment and other ~~charges,~~charges. Operating margins decreased from 5.9% to 3.2%, driven by lower volume in Global Turnkey Solutions, business process outsourcing and Canada as well as price pressures, partially offset by increased packaging volume in Asia, lower bad debt expense and ~~favorable revenue mix in Canada, partially offset by price pressures.~~lower restructuring, impairment and other charges. Lower restructuring, impairment and other charges ~~improved~~favorably impacted operating margins by ~~6.7~~0.3 percentage points.

	Three Months Ended					Three Months Ended
	September 30,					June 30,
	2016			2015		2017		2016
	(in millions)					(in millions)
Operating expenses	$	19.9		$	11.2	$	12.8	$	53.1
Pension settlement		1.6			—		—		20.4
Spinoff-related transaction expenses		26.0			6.7		1.2		—
Restructuring, impairment and other charges-net		6.6			1.4		0.8		3.2
OPEB curtailment gain		(19.6	)		—
Loss on disposition of business		0.6			—
Acquisition-related expenses		0.7			0.3		—		1.4

Corporate operating expenses in the three months ended ~~September~~June 30, ~~2016~~2017 were ~~$19.9~~$12.8 million, ~~an increase~~a decrease of ~~$8.7~~$40.3 million compared to the same period in ~~2015.~~2016. The ~~increase~~decrease was primarily driven by ~~increased spinoff-related transaction expenses and higher restructuring, impairment~~the prior year pension settlement charge, lower corporate and other ~~charges,~~overhead costs related to the pre-Separation combined entity, lower bad debt expense and cost control initiatives, partially offset by ~~the curtailment gain~~lower pension and ~~an increase in pension income.~~postretirement plan income and spinoff-related transaction expenses.

RESULTS OF OPERATIONS FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2016~~2017 AS COMPARED TO THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2015~~2016

The following table shows the results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, which reflects the results of acquired businesses from the relevant acquisition dates:

	Nine Months Ended September 30,											Six Months Ended June 30,
	2016			2015		$ Change			% Change			2017		2016			$ Change			% Change
	(in millions, except percentages)											(in millions, except percentages)

Products net sales	$	6,706.3		$	6,883.8	$	(177.5	)		(2.6	%)	$	2,552.3	$	2,474.4		$	77.9			3.1	%
Services net sales		1,447.2			1,438.4		8.8			0.6	%		770.0		803.8			(33.8	)		(4.2	%)
Total net sales		8,153.5			8,322.2		(168.7	)		(2.0	%)		3,322.3		3,278.2			44.1			1.3	%
Products cost of sales (exclusive of depreciation and amortization)		5,237.2			5,386.5		(149.3	)		(2.8	%)		2,045.0		1,957.1			87.9			4.5	%
Services cost of sales (exclusive of depreciation and amortization)		1,134.4			1,120.3		14.1			1.3	%		646.4		672.2			(25.8	)		(3.8	%)
Total cost of sales		6,371.6			6,506.8		(135.2	)		(2.1	%)		2,691.4		2,629.3			62.1			2.4	%
Products gross profit		1,469.1			1,497.3		(28.2	)		(1.9	%)		507.3		517.3			(10.0	)		(1.9	%)
Services gross profit		312.8			318.1		(5.3	)		(1.7	%)		123.6		131.6			(8.0	)		(6.1	%)
Total gross profit		1,781.9			1,815.4		(33.5	)		(1.8	%)		630.9		648.9			(18.0	)		(2.8	%)
Selling, general and administrative expenses (exclusive of depreciation and amortization)		1,099.9			972.4		127.5			13.1	%		435.9		462.9			(27.0	)		(5.8	%)
Restructuring, impairment and other charges-net		38.4			104.9		(66.5	)		(63.4	%)		12.9		13.5			(0.6	)		(4.4	%)
Depreciation and amortization		312.5			341.5		(29.0	)		(8.5	%)		96.1		102.5			(6.4	)		(6.2	%)
Other operating income		(12.0	)		—		(12.0	)		100.0	%		—		(12.3	)		12.3			100.0	%
Income from operations	$	343.1		$	396.6	$	(53.5	)		(13.5	%)	$	86.0	$	82.3		$	3.7			4.5	%

Net sales of products for the ~~nine~~six months ended ~~September~~June 30, ~~2016 decreased $177.5~~2017 increased $77.9 million, or ~~2.6%~~3.1%, to ~~$6,706.3~~$2,552.3 million versus the same period in ~~2015,~~2017, including a ~~$71.0~~$15.2 million, or ~~1.0%~~0.6%, decrease due to changes in foreign exchange rates. ~~Net~~Including the impact of changes in foreign exchange rates, net sales of products ~~decreased~~increased due to ~~price pressures,~~higher volume within the Asia and sourcing reporting units, partially offset by lower volume in the Variable Print segment ~~a decline in compliance products~~ and ~~capital markets transactions in~~certain other reporting units within the ~~Strategic Services segment and a $22.7 million decrease in pass-through paper sales, partially offset by higher volume primarily in the Publishing and Retail Services~~International segment, as ~~a result of the acquisition of Courier.~~well as price pressures.

Net sales from services for the ~~nine~~six months ended ~~September~~June 30, ~~2016 increased $8.8~~2017 decreased $33.8 million to ~~$1,447.2~~$770.0 million versus the same period in ~~2015,~~2016, including an ~~$11.2~~$8.5 million, or ~~0.8%~~1.1%, decrease due to ~~changes~~change in foreign exchange rates. ~~The increase in net sales~~

~~from services was primarily due to higher volume in the Strategic Services segment, partially offset by lower volume in the International segment.~~

~~Products cost of sales decreased $149.3 million, or 2.8%, for the nine months ended September 30, 2016 versus the same period in the prior year. Products cost of~~Net sales decreased primarily due to lower postage pass-through sales within logistics, lower volume in ~~the Variable Print segment, a decline in capital markets transactions~~business process outsourcing and ~~compliance products volume in the Strategic Services segment and cost controls,~~price pressures, partially offset by higher volume ~~primarily~~ in ~~the Publishing~~freight brokerage and ~~Retail Services segment~~courier services as ~~a result of the acquisition of Courier and wage and other inflation in the International segment. As a percentage of net sales, products~~well as increased fuel surcharges.

Products cost of sales ~~decreased 0.1%~~increased $87.9 million, or 4.5%, for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 versus the same period in the prior year, primarily due to higher volume within the Asia and sourcing reporting units as well as cost ~~savings initiatives,~~inflation, partially offset by ~~wage~~lower volume in the Variable Print segment and ~~other~~certain reporting units within the International segment along with cost ~~inflation.~~control initiatives across the organization. As a percentage of net sales, products cost of sales increased 1.0% for the six months ended June 30, 2017 versus the same period in the prior year, primarily due to an unfavorable mix across the segments.

Services cost of sales ~~increased $14.1~~decreased $25.8 million, or ~~1.3%~~3.8%, for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 versus the same period in the prior year. Services cost of sales ~~increased~~decreased primarily due to ~~higher~~lower postage pass-through sales within logistics and reduced business process outsourcing volume, ~~logistics reporting unit~~ partially offset by ~~lower~~higher volume in freight brokerage and courier services in the ~~digital and creative solutions and business processing outsourcing~~logistics reporting ~~units.~~unit. As a percentage of net sales, services cost of sales increased ~~0.5%~~0.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 versus the same period in the prior year driven by unfavorable revenue mix in business process outsourcing and the ~~Strategic Services segment.~~logistics reporting unit.

Products gross profit decreased ~~$28.2~~$10.0 million to ~~$1,469.1~~$507.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015~~2016 primarily due to price pressures and lower volume in certain International reporting units and the ~~Strategic Services and~~ Variable Print ~~segments and price pressures,~~segment, partially offset by higher volume in the ~~Publishing and Retail Services segment due to the acquisition of Courier~~Asia reporting unit and cost control ~~initiatives, including synergies from the integration of Courier.~~initiatives. Products gross margin ~~increased slightly~~decreased from ~~21.8%~~20.9% to ~~21.9%~~19.9%, ~~reflecting~~driven by price pressures and an unfavorable revenue mix within much of the ~~impact of synergies from~~International and Variable Print segments and the ~~integration of Courier,~~sourcing reporting unit, partially offset by ~~the impact of price pressures.~~cost control initiatives.

Services gross profit decreased ~~$5.3~~$8.0 million to ~~$312.8~~$123.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015~~2016 due to lower business process outsourcing volume inand price pressures, partially offset by increased fuel surcharges within the ~~International segment and unfavorable mix in the Strategic Services segment.~~logistics reporting unit. Services gross margin decreased from ~~22.1%~~16.4% to ~~21.6%~~16.1%, reflecting lower business process outsourcing volume and an unfavorable revenue mix in the ~~Strategic Services segment.~~logistics reporting unit.

Selling, general and administrative expenses ~~increased $127.5~~decreased $27.0 million to ~~$1,099.9~~$435.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015, reflecting~~2016 due to the ~~non-cash~~ pension settlement charge ~~of $98.5 million, $50.6 million of additional spinoff-related transaction expenses,~~in the prior year period, lower corporate and ~~an increase in~~other overhead costs related to our operations prior to the Separation, lower bad debt and legal ~~expenses.~~expenses and cost control initiatives, partially offset by higher variable incentive compensation expense and lower pension and other post-retirement benefits income. As a percentage of net sales, selling, general and administrative expenses ~~increased~~decreased from 14.1% to 13.1% for the six months ended June 30, 2017 versus the same period in 2016, due to the impact of the aforementioned ~~charge and~~ expenses.

For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company recorded net restructuring, impairment and other charges of ~~$38.4~~$12.9 million. These charges included ~~$24.9~~$8.8 million of employee termination costs, ~~for 870 employees,~~which were related to the ceasing of ~~whom 843 were terminated as of September 30, 2016. These charges were primarily~~ the ~~result of~~Company’s relationship in a joint venture within the International segment, the reorganization of ~~certain~~selling, general and administrative functions primarily within the Corporate, International and ~~operations, two facility closures in the International segment~~Variable Print segments and one facility closure in the ~~Publishing and Retail~~Strategic Services segment. The Company also incurred lease termination and other restructuring charges of ~~$8.7~~$2.7 million and net impairment charges of $0.2 million for impairment of equipment related due to a facility closure in the ~~nine~~Strategic Services segment, partially offset by a net gain recognized on the sale of previously impaired equipment during the six months ended ~~September~~June 30, ~~2016.~~2017. Additionally, the Company recorded ~~$4.3~~$1.2 million of other charges for multi-employer pension plan withdrawal obligations unrelated to facility closures. Refer to Note 7, Restructuring, Impairment and ~~$0.5 million of net impairment charges of long-lived assets.~~Other Charges, within the Notes to the Condensed Consolidated Financial Statements for additional information.

For the ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2016, the Company recorded net restructuring, impairment and other charges of ~~$104.9~~$13.5 million. ~~These charges included $39.8~~The Company recorded $11.0 million of employee termination costs, ~~for 1,829 employees, all of whom were terminated as of September 30, 2016. These charges were~~ primarily ~~the result of~~due to two facility closures in the International ~~segment, one facility closure in the Variable Print~~ segment and the reorganization of certain operations. The Company also recorded $23.1 million of other charges, including integration charges for payments made to certain Courier employees upon the termination of Courier’s executive severance plan immediately prior to the acquisition during the second quarter of 2015. The Company also incurred lease termination and other restructuring charges of ~~$13.0~~$2.3 million and $1.1 million of other charges related to multi-employer pension plan withdrawal obligations unrelated to facility closures for the ~~nine~~six months ended ~~September~~June 30, ~~2015.~~2016. Additionally, the Company recorded ~~$29.0~~$0.9 million of net gains on the sale of previously impaired assets, partially offset by impairment charges including $18.0 million for the impairment of goodwill in the Europe and Latin America reporting units within the International segment, $8.7 million of impairment charges for other long-lived assets, primarily related to buildings and machinery and equipment associated with facility ~~closures~~closures. Refer to Note 7, Restructuring, Impairment and ~~$2.3 million for the impairment of intangibles in the Latin America reporting unit~~Other Charges, within the ~~International segment~~Notes to the Condensed Consolidated Financial Statements for ~~the nine months ended September 30, 2015.~~additional information.

Depreciation and amortization decreased ~~$29.0~~$6.4 million to ~~$312.5~~$96.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared to the same period in ~~2015~~2016 primarily due to lower capital spending in recent years compared to historical levels ~~partially offset by additional depreciation~~ and ~~amortization due to~~certain International customer relationship intangible assets becoming fully amortized since the ~~acquisition of Courier.~~prior year quarter. Depreciation and amortization included ~~$49.6~~$14.5 million and ~~$58.6~~$17.7 million of amortization of other intangible assets related to customer relationships, trade names, trademarks, licenses and agreements for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

For the ~~nine~~six months ended ~~September~~June 30, 2016, other operating income was ~~$12.0~~$12.3 million, which ~~related to~~consisted of the ~~net~~ gain on the sale of two entities in the International segment.

Income from operations for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~$343.1~~$86.0 million, ~~a decrease~~an increase of ~~$53.5~~$3.7 million, or ~~13.5%~~4.5%, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2015.~~2016. The ~~decrease~~increase was due to the ~~impact of the non-cash~~prior year pension settlement charge, ~~higher spinoff-related transaction expenses, price pressures, unfavorable revenue mix in~~lower corporate and other overhead costs related our operations prior to the ~~Strategic Services segment, lower~~Separation, higher volume in the ~~Variable Print segment and increased~~Asia reporting unit, reduced bad debt, legal and ~~legal~~depreciation and amortization expenses, ~~partially offset by the acquisition of Courier, including synergies from the integration,~~ lower restructuring, impairment and other charges and cost control initiatives, partially offset by the prior year $12.3 million gain on the sale of two entities in the International segment, price pressures and lower ~~depreciation~~volume in certain reporting units within the International and ~~amortization expense and the curtailment gain.~~

	Nine Months Ended September 30,										Six Months Ended June 30,
	2016		2015		$ Change			% Change			2017			2016		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Interest expense-net	$	204.1	$	207.2	$	(3.1	)		(1.5	%)	$	93.8		$	101.8	$	(8.0	)		(7.9	%)
Investment and other expense-net		0.4		43.2		(42.8	)		(99.1	%)
Investment and other (income) expense-net												(44.4	)		0.6		45.0		nm
Loss on debt extinguishments		85.3		—		85.3			100.0	%		13.6			—		13.6		nm

Net interest expense decreased ~~$3.1 million to $204.1~~by $8.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 versus the same period in ~~2015,~~2016, primarily due to a decrease in average senior notes outstanding, partially offset by higher average borrowings under the Credit Agreement.

Net investment and other (income) expense for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016 ~~and 2015~~ was ~~$0.4~~income of $44.4 million and ~~$43.2~~expense of $0.6 million, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2017, the Company recorded a ~~loss~~non-cash net realized gain of ~~$30.3~~$92.4 million ~~related to~~on the ~~currency remeasurement in Venezuela and the related impact~~retained shares of Donnelley Financial exchanged for certain of the ~~devaluation,~~Company’s senior notes outstanding and a ~~$14.7~~gain of $1.3 million ~~net loss on~~resulting from the sale of ~~its Venezuelan operating entity and a loss of $2.8 million for the impairment~~certain of the Company’s ~~investment in~~affordable housing investments, partially offset by a net realized loss of $51.6 million resulting from the ~~Brazilian operations~~sale of ~~Courier.~~the Company’s retained shares of LSC.

Loss on debt extinguishments for the six months ended June 30, 2017 was $13.6 million which related to premiums paid in connection with the tenders, unamortized debt issuance costs and other expenses ~~for~~associated with the ~~nine months ended September 30, 2016 was $85.3 million due to the tender~~debt-for-equity exchange of senior notes and ~~amendments~~the repurchase of debentures and senior notes in June 2017. Refer to Note 15, Debt, to the ~~Credit Agreement.~~

The effective income tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~64.4%~~(17.0%) compared to ~~54.1%~~5.0% in the same period in ~~2015.~~2016. The income tax rate for the period ended six months ended June 30, 2017 reflects the impact on the net gain on the disposition of investments. The Donnelley Financial retained shares were disposed in a non-taxable debt-for-equity exchange. The sale of the LSC retained shares generated a capital loss which will be carried forward, however it is more likely than not that the benefit of such deferred tax asset will not be fully realized and a valuation allowance was recorded. The income tax provision for the ~~period~~six months ended ~~September~~June 30, 2016 reflects the impact of ~~certain non-deductible spinoff-related transaction expenses,~~ income ~~taxes for certain internal reorganization transactions~~generated in ~~preparation for the spinoff transactions within the International segment~~higher taxing jurisdictions and the ~~adjustment of valuation allowances in the International segment.~~ ~~The income tax provision for the period ended September 30, 2015~~ ~~reflects charges for unrecognized tax positions of $9.0 million due~~inability to ~~the receipt of an unfavorable court decision relating to payment of prior year taxes in the International segment,~~recognize a ~~lower~~ tax benefit ~~than the statutory rate of the Venezuelan currency devaluation, the impact of the non-deductible goodwill impairment charges and the loss~~ on ~~the sale of the Company's Venezuelan operating entity.~~certain losses.

Income attributable to noncontrolling interests was ~~$0.8 million and a loss of $13.0~~$0.5 million for both the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and 2015, respectively. For the nine months ended September 30, 2015, the remeasurement of the Venezuelan currency, net of foreign exchange gains, resulted in losses attributable to noncontrolling interests of $10.5 million.2016.

Net earnings from continuing operations, excluding the impact from non-controlling interests, attributable to ~~RR Donnelley~~RRD common stockholders for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~$18.2~~$26.4 million, or ~~$0.26~~$0.38 per diluted share, compared to ~~$80.1~~a loss of $19.6 million, or ~~$1.17~~$0.28 per diluted share, for the ~~nine~~six months ended ~~September~~June 30, 2015. In addition to the factors described above, the per share results reflect an increase in weighted average diluted shares outstanding of 2.0 million, primarily as a result of the acquisition of Courier.2016.

Net sales for the Publishing and Retail Services segment for the nine months ended September 30, 2016 were $1,889.3 million, an increase of $48.9 million, or 2.7%, compared to 2015. Net sales increased due to the acquisition of Courier and increased supply chain management and fulfillment volume, partially offset by price pressures, a $22.7 million decrease in pass-through paper sales and lower volume in the magazines, catalogs and retail inserts reporting unit. An analysis of net sales by reporting unit follows:

Publishing and Retail Services segment income from operations increased by $38.1 million for the nine months ended September 30, 2016 compared to the same period in 2015 due to higher volume as a result of the acquisition of Courier and cost control initiatives, including synergies from the integration of Courier, lower restructuring, impairment and other charges and a purchase accounting inventory adjustment recorded in the prior year period, partially offset by price pressures. Operating margins increased from 2.6% for the nine months ended September 30, 2015 to 4.5% for the nine months ended September 30, 2016, of which 1.1 percentage points were due to lower restructuring, impairment and other charges and 0.5 percentage points were due to a purchase accounting inventory adjustment in the prior year period. ~~Operating margins also increased due to synergies from the integration of Courier and cost control initiatives, partially offset by price pressures.~~

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2016			2015			2017			2016
	(in millions, except percentages)						(in millions, except percentages)
Net sales	$	2,699.5		$	2,796.0		$	1,512.1		$	1,521.5
Income from operations		189.4			183.6			74.9			93.9
Operating margin		7.0	%		6.6	%		5.0	%		6.2	%
Restructuring, impairment and other charges-net		4.9			11.9			2.0			2.8

	Net Sales for the Nine Months Ended										Net Sales for the Six Months Ended
	September 30,										June 30,
Reporting unit	2016		2015		$ Change			% Change			2017		2016		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Commercial and digital print	$	1,194.3	$	1,227.5	$	(33.2	)		(2.7	%)	$	782.9	$	786.9	$	(4.0	)		(0.5	%)
Office products		394.2		429.6		(35.4	)		(8.2	%)
Direct mail		390.2		374.0		16.2			4.3	%		252.5		251.3		1.2			0.5	%
Statement printing												195.9		197.7		(1.8	)		(0.9	%)
Labels		302.0		320.7		(18.7	)		(5.8	%)		192.2		195.1		(2.9	)		(1.5	%)
Statement printing		282.2		294.0		(11.8	)		(4.0	%)
Forms		136.6		150.2		(13.6	)		(9.1	%)		88.6		90.5		(1.9	)		(2.1	%)
Total Variable Print	$	2,699.5	$	2,796.0	$	(96.5	)		(3.5	%)	$	1,512.1	$	1,521.5	$	(9.4	)		(0.6	%)

Net sales for the Variable Print segment for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 were ~~$2,699.5~~$1,512.1 million, a decrease of ~~$96.5~~$9.4 million, or ~~3.5%~~0.6%, compared to ~~2015,~~2016, including a ~~$3.8~~$0.1 million ~~or 0.1%,~~ decrease due to changes in foreign exchange rates. Net sales decreased due to lower volume primarily in ~~the~~direct mail, commercial and digital print ~~office products, labels,~~and forms and ~~statement printing reporting units,~~ price pressures, ~~and lower pass-through postage sales,~~ partially offset by ~~increased volume in direct mail.~~the incremental sales from the Precision Dialogue acquisition. An analysis of net sales by reporting unit follows:

Variable Print segment income from operations ~~increased $5.8~~decreased $19.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016 mainly~~2017 primarily due to lower ~~depreciation~~volume within commercial and ~~amortization,~~digital print and direct mail, price pressures and higher variable incentive compensation, partially offset by a favorable mix within statement printing, labels and forms. Operating margins decreased from 6.2% for the six months ended June 30, 2016 to 5.0% for the six months ended June 30, 2017 due to lower volume and unfavorable mix within commercial and digital print and direct mail and price pressures, partially offset by cost control initiatives and favorable mix within statement printing, labels and forms. Lower restructuring, impairment and other charges and favorable revenue mix within forms and labels, partially offset by price pressures and lower volume primarily in commercial and digital print and office products. Operating margins increased from 6.6% for the nine months ended September 30, 2015 to 7.0% for the nine months ended September 30, 2016. Operating margins werefavorably impacted ~~favorably by 0.2 percentage points due to lower restructuring, impairment and other charges. Additionally, changes in~~ operating margins ~~were impacted~~ by ~~favorable revenue mix within forms, direct mail and labels, partially offset by price pressures.~~0.1 percentage points.

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2016			2015			2017			2016
	(in millions, except percentages)						(in millions, except percentages)
Net sales	$	1,987.1		$	2,000.5		$	830.6		$	784.6
Income from operations		161.0			189.3			7.8			12.0
Operating margin		8.1	%		9.5	%		0.9	%		1.5	%
Restructuring, impairment and other charges-net		6.2			11.5			2.1			0.7
Spinoff-related transaction expenses		0.1			—
Purchase accounting inventory adjustment		—			1.4

	Net Sales for the Nine Months Ended										Net Sales for the Six Months Ended
	September 30,										June 30,
Reporting unit	2016		2015		$ Change			% Change			2017		2016		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Logistics	$	959.1	$	937.4	$	21.7			2.3	%	$	586.8	$	609.9	$	(23.1	)		(3.8	%)
Financial		722.9		761.2		(38.3	)		(5.0	%)
Sourcing		167.2		169.0		(1.8	)		(1.1	%)		171.4		105.3		66.1			62.8	%
Digital and creative solutions		137.9		132.9		5.0			3.8	%		72.4		69.4		3.0			4.3	%
Total Strategic Services	$	1,987.1	$	2,000.5	$	(13.4	)		(0.7	%)	$	830.6	$	784.6	$	46.0			5.9	%

Net sales for the Strategic Services segment for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 were ~~$1,987.1~~$830.6 million, ~~a decrease~~an increase of ~~$13.4~~$46.0 million, or ~~0.7%~~5.9%, compared to ~~2015, including a $3.3 million, or 0.2%, decrease due to changes in foreign exchange rates.~~2016. Net sales ~~decreased~~increased primarily due to ~~a reduction~~higher volume in ~~compliance products~~sourcing, freight brokerage and ~~capital markets transactions activity in financial~~courier services and ~~decreased~~increased fuel surcharges ~~and pass-through postage sales~~ in logistics, partially offset by ~~higher volume~~lower postage pass-through sales in ~~freight brokerage services and book publishing volume as a result of the acquisition of Courier.~~logistics. An analysis of net sales by reporting unit follows:

Strategic Services segment income from operations decreased ~~$28.3~~$4.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, mainly due to ~~a reduction~~lower volume in ~~compliance products and capital markets transactions activity volume, an unfavorable revenue mix in~~print logistics and digital solutions, price pressures, partially offset by increased book publishing volume as a result of the acquisition of Courier. Operating margins decreased from 9.5% for the nine months ended September 30, 2015 to 8.1% for the nine months ended September 30, 2016. Operating margins were impacted by unfavorable revenue mix in financial and logistics, partially offset by lowerhigher restructuring, impairment and other charges ~~which improved~~and higher variable incentive compensation expense, partially offset by increased fuel surcharges within logistics and productivity and cost control initiatives. Operating margins decreased from 1.5% for the six months ended June 30, 2016 to 0.9% for the six months ended June 30, 2017 primarily due to unfavorable mix within the segment, price pressures, lower volume in digital solutions, higher variable incentive compensation and higher restructuring, impairment and other charges, partially offset by increased fuel surcharges in logistics and productivity and cost control initiatives. Higher restructuring, impairment and other charges negatively impacted operating margins by ~~0.3~~0.2 percentage points.

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2016			2015			2017			2016
	(in millions, except percentages)						(in millions, except percentages)
Net sales	$	1,577.6		$	1,685.3		$	979.6		$	972.1
Income from operations		97.7			25.9			33.2			65.8
Operating margin		6.2	%		1.5	%		3.4	%		6.8	%
Spinoff-related transaction expenses		1.4			—
Restructuring, impairment and other charges-net		7.4			49.8			6.4			5.1
OPEB curtailment gain		(0.1	)		—
Gain on sales of businesses		(12.6	)		—
Gain on sale of businesses								—			(12.3	)

	Net Sales for the Nine Months Ended										Net Sales for the Six Months Ended
	September 30,										June 30,
Reporting unit	2016		2015		$ Change			% Change			2017		2016		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Asia	$	523.1	$	543.6	$	(20.5	)		(3.8	%)	$	401.9	$	325.9	$	76.0			23.3	%
Global Turnkey Solutions												221.0		249.2		(28.2	)		(11.3	%)
Business process outsourcing		287.0		325.7		(38.7	)		(11.9	%)		188.8		223.7		(34.9	)		(15.6	%)
Global Turnkey Solutions		242.6		254.3		(11.7	)		(4.6	%)
Europe		207.5		221.9		(14.4	)		(6.5	%)
Canada		160.4		149.4		11.0			7.4	%		103.1		114.2		(11.1	)		(9.7	%)
Latin America		157.0		190.4		(33.4	)		(17.5	%)		64.8		59.1		5.7			9.6	%
Total International	$	1,577.6	$	1,685.3	$	(107.7	)		(6.4	%)	$	979.6	$	972.1	$	7.5			0.8	%

Net sales in the International segment for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 were ~~$1,577.6~~$979.6 million, ~~a decrease~~an increase of ~~$107.7~~$7.5 million, or ~~6.4%~~0.8%, compared to the same period in ~~2015, including~~2016, inclusive of a ~~$75.1~~$23.6 million, or ~~4.5%~~2.4%, decrease due to changes in foreign exchange rates. ~~The~~After including the impact of changes in foreign exchange rates, net sales ~~decrease was also~~increased due to higher volume in Asia, partially offset by lower volume in business process outsourcing, Global Turnkey Solutions ~~Asia~~ and ~~Europe,~~Canada, as well as price ~~pressures in Asia, business process outsourcing and Europe.~~pressures. An analysis of net sales by reporting unit follows:

International segment income from operations ~~increased $71.8~~decreased $32.6 million primarily due to ~~lower restructuring, impairment and other charges, a net~~the prior year $12.3 million gain recognized on the sale of two entities, lower volume in ~~the~~Global Turnkey Solutions, Canada, business process outsourcing, ~~higher volume in the Canada and favorable revenue mix in Asia, Latin America and Canada, partially offset by~~ price pressures, and wage and other inflation in Asia and business process outsourcing. Operating margins increased from 1.5% for the nine months ended September 30, 2015 to 6.2% for the nine months ended September 30, 2016, of which 2.5 percentage points were due to lowerhigher restructuring, impairment and other charges and ~~0.8 percentage points due~~higher variable incentive compensation expense, partially offset by increased volume in Asia and lower bad debt expense. Operating margins decreased from 6.8% for the six months ended June 30, 2016 to 3.4% for the ~~net~~six months ended June 30, 2017, driven by the prior year $12.3 million gain recognized on the sale of two entities, lower volume in Global Turnkey Solutions, Canada and business process outsourcing, price pressures, higher restructuring, impairment and other charges and higher variable incentive compensation expense, partially offset by increased packaging volume in Asia and lower bad debt expense. The prior year gain on the sale of ~~entities in the business process outsourcing. The remaining increase in~~businesses and higher restructuring, impairment and other charges negatively impacted operating margins ~~reflected favorable revenue mix in Asia, Latin America~~by 1.3 and ~~Canada, partially offset by price pressures and wage and other inflation in Asia and business process outsourcing.~~0.1 percentage points, respectively.

	Nine Months Ended					Six Months Ended
	September 30,					June 30,
	2016			2015		2017		2016
	(in millions)					(in millions)
Operating expenses	$	190.9		$	50.0	$	29.9	$	89.4
Pension settlement		98.5			—		—		20.4
Spinoff-related transaction expenses		55.8			6.7		3.3		—
Restructuring, impairment and other charges-net		11.5			3.9		2.4		4.9
OPEB curtailment gain		(19.6	)		—
Loss on disposition of business		0.6			—
Acquisition-related expenses		2.7			14.1		—		2.0

Corporate operating expenses in the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 were ~~$190.9~~$29.9 million, ~~an increase~~a decrease of ~~$140.9~~$59.5 million compared to the same period in ~~2015.~~2016. The ~~increase~~decrease was primarily driven by the ~~non-cash~~prior year pension settlement charge, ~~higher spinoff-related~~lower corporate and other overhead costs related to the pre-Separation combined entity, lower legal and bad debt expenses and ~~an increase in bad debt and legal expenses,~~cost control initiatives, partially offset by ~~the curtailment gain~~higher variable incentive compensation, lower pension and ~~a decrease in acquisition-related~~postretirement plan income and spinoff-related transaction expenses.

The Company believes it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its stockholders. Operating cash flows and available capacity under the Company’s $800.0 million senior secured revolving credit facility (the “Credit Agreement”) are the Company’s primary sources of liquidity and are expected to be used for, among other things, payment of interest and principal on the Company’s long-term debt obligations, distributions to stockholders that may be approved by the Board of Directors, acquisitions, capital expenditures necessary to support productivity improvement and growth and completion of restructuring programs. ~~All references to the Credit Agreement and other credit facilities are related to RR Donnelley, unless otherwise specified as being borrowing by Donnelley Financial or LSC.~~

The following describes the Company’s cash flows for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016. The Company’s cash flows for all periods prior to the October 1, 2016 Distribution include the impact of LSC and ~~2015.~~Donnelley Financial. Refer to Note 2, Discontinued Operations, to the Condensed Consolidated Financial Statements for information on the significant non-cash items, capital expenditures and depreciation and amortization related to LSC and Donnelley Financial.

Operating cash inflows are largely attributable to sales of the Company’s products and services. Operating cash outflows are largely attributable to recurring expenditures for raw materials, labor, rent, interest, taxes and other operating activities.

Net cash ~~provided by~~used in operating activities was ~~$7.8~~$51.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, compared to ~~$204.2~~$100.3 million during the same period in ~~2015.~~2016. The decrease in net cash ~~provided by~~used in operating activities ~~reflected~~was driven by the timing of supplier and customer payments ~~higher~~and lower interest, spinoff-related transaction ~~expenses~~ and ~~higher~~tax payments, ~~for taxes,~~ partially offset by lower ~~payments for incentive compensation~~.cash earnings.

Net cash provided by investing activities for the six months ended June 30, 2017 was $73.2 million compared to net cash used in investing activities ~~for the nine months ended September 30, 2016 was $167.9 million compared to $261.0~~of $72.1 million for the ~~nine~~six months ended ~~September~~June 30, 2015. For the nine months ended September 30, 2016, the Company paid $47.5 million to acquire Precision Dialogue. During the nine months ended September 30, 2015, net cash used for acquisitions, primarily Courier, was $118.3 million.2016. Capital expenditures were ~~$147.9~~$54.2 million during the first ~~nine~~six months of ~~2016,~~2017, a decrease of ~~$4.9~~$47.2 million as compared to the same period of ~~2015.~~2016 driven by LSC and Donnelley Financial capital expenditures in the prior year period of $31.2 million. For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, cash provided by investing activities included ~~$13.7~~net proceeds of $121.4 million from the sale of the Company’s retained interest in LSC. For the six months ended June 30, 2016, cash used in investing activities included $13.4 million of proceeds ~~primarily~~ from business dispositions in the International segment.

Net cash ~~provided by~~used in financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~$187.4~~$122.3 million compared to net cash ~~used in~~provided by financing activities of ~~$188.8~~$76.2 million in the same period in ~~2015.~~2016. During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company had ~~no proceeds from~~$655.0 million and $820.0 million of payments and borrowings, respectively, under the Credit Agreement, compared to $185.0 million of net borrowings under the prior credit ~~facilities, compared~~facility during the six months ended June 30, 2016. During the six months ended June 30, 2017, the Company paid approximately $200.4 million to ~~$225.0~~repurchase certain senior notes and debentures outstanding through borrowings under the Credit Agreement. Additionally, dividends paid decreased $89.1 million from $108.7 million during the nine months ended September 30, 2015. During the nine months ended September 30, 2016, the Company received proceeds of $1,164.0 million from (i) the issuance by LSC of its 8.750% senior secured notes due 2023 and (ii) borrowings of (a) $450.0 million by LSC under its senior secured term loan B credit facility and (b) $350.0 million by Donnelley Financial under its senior secured term loan B credit facility.six

~~These proceeds were used~~months ended June 30, 2016 to ~~purchase~~ ~~approximately $503.6~~$19.6 million in aggregate principal amount of the Company’s senior notes due January 15, 2017 (the “2017 Notes”), May 15, 2018 (the “2018 Notes”), March 15, 2019 (the “2019 Notes”) and February 15, 2022 (the “2022 Notes”) and ~~to pay the outstanding balance on the Credit Agreement. Additionally,~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2016, cash on hand and the borrowings under the Credit Agreement were used to pay $219.8 million of the 8.60% senior notes that matured on August 15, 2016.~~2017. During the ~~nine~~six months ended ~~September~~June 30, ~~2015, cash on hand and the borrowings under the Credit Agreement were used to pay $200.0 million of the 5.50% senior notes that matured on May 15, 2015. Additionally,~~2017, the Company ~~repaid $70.0~~paid the final spinoff cash settlement of $78.0 million ~~of debt assumed from~~to LSC and Donnelley Financial as required by the ~~Courier acquisition during the nine months ended September 30, 2015.~~Separation and Distribution agreement.

Cash and cash equivalents of ~~$411.8~~$224.0 million as of ~~September~~June 30, ~~2016~~2017 included ~~$94.3~~$52.8 million in the U.S. and ~~$317.5~~$171.2 million at international locations. The Company’s foreign subsidiaries are expected to make payments of approximately ~~$175.0~~$17.5 million ~~in payments in 2016 and future years~~during the remainder of 2017 in satisfaction of intercompany obligations. The Company has recognized deferred tax liabilities of ~~$5.5~~$8.5 million as of ~~September~~June 30, ~~2016~~2017 related to local taxes on certain foreign earnings that are not considered to be permanently reinvested. Certain other cash balances of foreign subsidiaries may be subject to U.S. or local country taxes if repatriated to the U.S. In addition, repatriation of some foreign cash balances is further restricted by local laws. Management regularly evaluates whether foreign earnings are expected to be permanently reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company and its foreign subsidiaries. Changes in economic and business conditions, foreign or U.S. tax laws, or the Company’s financial situation could result in changes to these judgments and the need to record additional tax liabilities.

Included in cash and cash equivalents ~~of $411.8 million~~ at ~~September~~June 30, ~~2016~~2017 were ~~$27.7~~$6.9 million of short-term investments, which primarily consisted of short-term deposits and money market funds. These investments are held at institutions with sound credit ratings and are expected to be highly liquid.

In ~~connection with~~March 2017, the ~~spin-off transactions,~~Company sold the ~~following debt transactions~~6,242,802 common shares it retained upon the spinoff of LSC for net proceeds of $121.4 million. The proceeds of this sale were ~~executed during the three months ended September 30, 2016 (see Note 13,~~ ~~Debt~~,used to ~~the Condensed Consolidated Financial Statements for additional information):~~

The proceeds from the Donnelley Financial and LSC term loan B facilities and LSC senior notes were distributed to RR Donnelley in connection with the contribution of certain assets to Donnelley Financial and LSC, respectively, slightly before the completion of the Separation and used to extinguish the aforementioned senior notes as well asoutstanding borrowings under the Credit Agreement. ~~RR Donnelley has no obligations under Donnelley Financial’s or LSC’s senior secured notes or credit agreements.~~

~~On October 6, 2016,~~In June 2017, the Company ~~completed the redemption~~exchanged 6,143,208 of the ~~outstanding $45.8~~6,242,802 shares of Donnelley Financial retained upon the spinoff for $111.6 million ~~principal amount~~ of ~~the 2018 Notes and the outstanding $21.3 million principal amount of the 2019 Notes plus accrued and unpaid interest. On November 2, 2016,~~

~~the Company redeemed the outstanding $155.2 million~~ aggregate principal of ~~the~~certain outstanding senior notes. As of June 30, 2017, ~~Notes plus accrued and unpaid interest. As a result,~~ the Company ~~expects~~no longer held any shares of LSC common stock but continued to ~~recognize an estimated $9.0 million loss on debt extinguishments~~hold 99,594 shares of Donnelley Financial common stock. The Company is currently in the ~~fourth quarter~~process of ~~2016.~~executing a debt-for-equity exchange for the remaining retained shares of Donnelley Financial.

The Company’s debt maturities as of ~~September~~June 30, ~~2016~~2017 are shown in the following table:

	Debt Maturity Schedule														Debt Maturity Schedule
	Total		2016		2017		2018		2019		2020		Thereafter		Total		2017		2018		2019		2020		2021		Thereafter
	(in millions)														(in millions)
Senior notes and debentures and borrowings under the Credit Agreement _(a)	$	2,434.5	$	—	$	155.2	$	45.8	$	193.5	$	350.0	$	1,690.0	$	2,247.7	$	—	$	—	$	172.2	$	238.4	$	881.0	$	956.1
Capital lease obligations		0.9		0.8		0.1		—		—		—		—
Miscellaneous debt obligations		30.5		30.1		0.2		0.2		—		—		—		19.2		19.1		0.1	—		—		—		—
Donnelley Financial and LSC senior notes, term loan facilities and capital lease obligations _(b)		1,481.8		17.9		71.0		66.8		60.5		60.3		1,205.3
Total	$	3,947.7	$	48.8	$	226.5	$	112.8	$	254.0	$	410.3	$	2,895.3	$	2,266.9	$	19.1	$	0.1	$	172.2	$	238.4	$	881.0	$	956.1

On June 7, 2017, the Company repurchased $41.7 million of the 6.625% debentures due April 15, 2029, $59.4 million of the 6.50% senior notes due November 15, 2023 and $101.7 million of the 6.00% senior notes due April 1, 2024 using borrowings under the Credit Agreement. The repurchases resulted in a net gain of $0.8 million which was recognized within loss on debt extinguishments in the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2017 related to the difference between the fair value of the debt repurchased and the principal outstanding, partially offset by premiums paid, unamortized debt issuance costs and other expenses.

Borrowings under the Credit Agreement bear interest at a base or ~~Eurocurrency rate~~LIBOR plus an applicable margin determined at the time of the borrowing. In addition, the Company pays facility commitment fees which fluctuate dependent on the Credit Agreement’s leverage ratio. ~~The~~Borrowings under the Credit Agreement isare used for general corporate purposes, including acquisitions and letters of credit. The Company’s obligations under the Credit Agreement are guaranteed by its material and certain other domestic subsidiaries and are secured by a pledge of the equity interests of certain subsidiaries, including most of its domestic subsidiaries, and a security interest in substantially all of the domestic current assets and mortgages of certain domestic real property of the Company.

The Credit Agreement ~~contains certain restrictive~~is subject to a number of covenants, ~~on RR Donnelley and its subsidiaries,~~ including but not limited to: limitations on debt, investments, restricted payments, burdensome agreements, liens, merger or sale of assets, conduct of business, transactions with affiliates and dispositions. The Credit Agreement also requires that ~~RR Donnelley~~the Company maintain a maximum secured leverage ratio of 1.50 to 1.00 and a maximum leverage ratio, as defined and calculated pursuant to the Credit Agreement, as of the last day of each fiscal quarter ~~commencing with the first fiscal quarter ending December 31, 2016,~~ of (i) with respect to any fiscal quarter ending on or after December 31, 2016 and prior to September 30, 2017, 5.00 to ~~1.00,~~1.00; (ii) with respect to any fiscal quarter ending on or after September 30, 2017 and prior to March 31, 2018, 4.75 to ~~1.00,~~1.00; (iii) with respect to any fiscal quarter ending on or after March 31, 2018 and prior to March 31, 2019, 4.50 to ~~1.00,~~1.00; (iv) with respect to any fiscal quarter ending on or after March 31, 2019 and prior to March 31, 2020, 4.25 to ~~1.00~~1.00; and (v) with respect to any fiscal quarter ending on or after March 31, 2020, 4.00 to 1.00.

~~Cash on hand and borrowings under the Credit Agreement were used to pay the $219.8 million of 8.6% senior notes that matured on August 15, 2016.~~

There were no$350.0 million of borrowings under the Credit Agreement as of ~~September~~June 30, ~~2016.~~2017. Based on the Company’s results of operations for the trailing twelve months ended ~~September~~June 30, ~~2016~~2017 and existing borrowings, the Company would have had the ability to utilize approximately ~~$742.9~~$329.0 million of the $800.0 million Credit Agreement and not have been in violation of the terms of the agreement.

The current availability under the Credit Agreement as of ~~September~~June 30, ~~2016~~2017 is shown in the table below:

	September 30, 2016		June 30, 2017
Availability	(in millions)		(in millions)
Committed Credit Agreement	$	800.0	$	800.0
Availability reduction from covenants		—		121.0
	$	800.0	$	679.0
Usage
Borrowings under the Credit Agreement		—		350.0
Impact on availability related to outstanding letters of credit		57.1		—
		57.1		350.0

Current availability at September 30, 2016	$	742.9
Current availability at June 30, 2017			$	329.0

The Company was in compliance with its debt covenants as of ~~September~~June 30, ~~2016,~~2017 and expects to remain in compliance based on management’s estimates of operating and financial results for ~~2016~~2017 and the foreseeable future. However, declines in market and economic conditions or demand for certain of the Company’s products and services could impact the Company’s ability to remain in compliance with its debt covenants in future periods. AsIn the event we were to fall out of ~~September 30, 2016,~~compliance with one or more of our debt covenants in the ~~Company met all~~future, following an applicable cure period, the ~~conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions.~~banks could terminate their commitments unless we could negotiate a covenant waiver or amendment or refinance our facility. If any such activities become necessary, there can be no assurance that we would be successful in obtaining additional financing or modifying our existing debt terms.

The failure of a financial institution supporting the Credit Agreement would reduce the size of the Company’s committed facility unless a replacement institution was added. Currently, the Credit Agreement is supported by sixteen U.S. and international financial institutions.

As of ~~September~~June 30, ~~2016,~~2017, the Company had $83.0 million in outstanding letters of credit and bank guarantees, of which $57.1 million were issued under the Credit Agreement. The letters of credit used under the Credit Agreement reduced availability under the Credit Agreement as of September 30, 2016. As of September 30, 2016, the Company also had $159.4$146.5 million in other uncommitted credit facilities, primarily outside the U.S. (the “Other Facilities”). AsThere were $111.4 million in outstanding letters of ~~September 30, 2016,~~credit, bank guarantees and bank acceptance drafts ~~letters~~which reduced availability and of ~~credit and guarantees of $59.6~~which $64.1 million were issued ~~and reduced availability,~~ under the ~~Company’s Other Facilities.~~Credit Agreement. Total borrowings under the Credit Agreement and the Other Facilities (the “Combined Facilities”) were ~~$8.0~~$369.1 million as of ~~September~~June 30, ~~2016.~~2017.

The Company’s liquidity may be affected by its credit ratings. On September 14, 2016, Moody’s Investor Services (“Moody’s”) downgraded the Company’s long-term corporate credit rating from Ba3 to B1 and changed the credit ratings outlook from developing to stable. Moody’s also downgraded its rating on the Company’s senior unsecured debt and Credit Agreement from B1 to B2 and Baa3 to Ba1, respectively. The Company’s Standard & Poor Rating Services (“S&P”) and Moody’s credit ratings as of ~~September~~June 30, ~~2016~~2017 are shown in the table below:

On October 6, 2016, S&P downgraded the Company’s corporate credit rating from BB- to B+ and changed the credit ratings outlook from CreditWatch to Stable. S&P also downgraded its ratings on the Company’s senior unsecured debt and Credit Agreement from BB- to B+ and BB+ to BB, respectively.

During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company paid cash dividends of ~~$163.2~~$19.6 million. On ~~October 27, 2016,~~July 18, 2017, the Board of Directors of the Company declared a quarterly cash dividend of $0.14 per common share payable on ~~December~~September 1, ~~2016~~2017 to ~~RR Donnelley~~RRD stockholders of record on ~~November~~August 15, ~~2016.~~2017.

During the ~~nine~~six months ended ~~September 30, 2016, the Company paid $47.5 million, net of cash acquired, to acquire Precision Dialogue. Additionally, during the nine months ended September~~June 30, 2016, the Company sold two entities within the business process outsourcing reporting unit, for net proceeds of ~~$13.7 million, all of which was received as of September 30, 2016.~~

During the nine months ended September 30, 2015, the Company paid $118.3 million, net of cash acquired, substantially all of which related to the acquisition of Courier. The Company financed the cash portion of the Courier acquisition with a combination of cash on hand and borrowings under the Credit Agreement.

During the nine months ended September 30, 2016, in connection with the spin-off transactions, Donnelley Financial issued 8.250% senior notes due 2024 with an aggregate principal of $300.0 million and issued a senior secured term loan B facility under its new credit agreement with an aggregate principal of $350.0$13.4 million. Additionally, LSC issued 8.750% senior notes due 2023 with an aggregate principal of $450.0 million and issued a senior secured term loan B facility under its new credit agreement with an aggregate principal of $375.0 million. The net proceeds from the sale of the LSC senior secured notes and borrowings under the Donnelley Financial and LSC senior secured term loan B facilities were distributed to their parent company, RR Donnelley. RR Donnelley used these proceeds to reduce its existing debt. The Donnelley Financial senior notes were exchanged to reduce RR Donnelley debt. RR Donnelley has no obligations under Donnelley Financial’s or LSC’s senior secured notes or credit agreements.

~~There were no debt issuances during the nine months ended September 30, 2015.~~

The Company is exposed to interest rate risk on its variable debt and price risk on its fixed-rate debt. At ~~September~~June 30, ~~2016,~~2017, the Company’s variable-interest borrowings were ~~$30.0 million, or approximately 0.8%,~~$368.9 million. Approximately 83.7% of the Company’s ~~total debt under borrowings under the Combined Facilities. Approximately 99% of the Company’s~~ outstanding ~~term~~ debt was comprised of fixed-rate debt as of ~~September~~June 30, ~~2016.~~2017.

The Company assesses market risk based on changes in interest rates utilizing a sensitivity analysis that measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change in interest rates. Using this sensitivity analysis, such changes would not have a material effect on interest income or expense and cash flows and would change the fair values of fixed-rate debt at ~~September~~June 30, ~~2016~~2017 and ~~2015~~December 31, 2016 by approximately ~~$102.0~~$49.4 million and ~~$101.8~~$69.6 million, respectively.

The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited in many countries because the operating revenues and expenses of its various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent that borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the subsidiary, the Company is exposed to currency risk and may enter into foreign ~~exchange forward~~currency contracts to hedge the currency risk. As of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the aggregate notional amount of outstanding foreign ~~exchange forward~~currency contracts was approximately ~~$260.4~~$104.2 million and ~~$268.4~~$172.2 million, respectively (see Note ~~14,~~17, Derivatives, to the Condensed Consolidated Financial Statements). Net unrealized ~~losses from these foreign exchange forward contracts were $1.8 million at September 30, 2016 and net unrealized~~ gains from these foreign ~~exchange forward~~currency contracts were ~~$0.3~~$0.7 million at June 30, 2017 and $0.2 million at December 31, ~~2015.~~2016. The Company does not use derivative financial instruments for trading or speculative purposes.

For a discussion of certain litigation involving the Company, see Note ~~12,~~14, Commitments and Contingencies, to the Condensed Consolidated Financial Statements.

Recently issued accounting standards and their estimated effect on the Company’s consolidated financial statements are described in Note ~~16,~~19, New Accounting Pronouncements, to the Condensed Consolidated Financial Statements.

The Company has made forward-looking statements in this Quarterly Report on Form 10-Q that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the Company. Generally, forward-looking statements include information concerning possible or assumed future actions, events, or results of operations of the Company.

These statements may include, or be preceded or followed by, the words “may,” “will,” “should,” “might,” “could,” “would,” “potential,” “possible,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “hope” or similar expressions. The Company claims the protection of the Safe Harbor for Forward-Looking Statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Forward-looking statements are not guarantees of performance. The following important factors, in addition to those discussed elsewhere in this Quarterly Report on Form 10-Q, could affect the future results of the Company and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Undue reliance should not be placed on such statements, which speak only as of the date of this document or the date of any document that may be incorporated by reference into this document.

Consequently, readers of this Quarterly Report on Form 10-Q should consider these forward-looking statements only as the Company’s current plans, estimates and beliefs. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The Company undertakes no obligation to update or revise any forward-looking statements in this Quarterly Report on Form 10-Q to reflect any new events or any change in conditions or circumstances.

See Item 2 of Part I under “Management of Market Risk.” There have been no significant changes to the Company’s market risk since December 31, ~~2015.~~2016. For a discussion of exposure to market risk, refer to Part II, Item 7A – Quantitative and Qualitative Disclosures about Market Risk, set for in the Company’s ~~2015~~2016 Form 10-K.

As required by Rule 13a-15(b) and Rule 15d-15(e) of the Securities Exchange Act of 1934, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of ~~September~~June 30, ~~2016,~~2017, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures as of ~~September~~June 30, ~~2016~~2017 were effective in ensuring information required to be disclosed in our SEC reports was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

During the third quarter of 2016, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we completed our preparations and implementations for a series of changes to our information technology environment, which include our financial reporting systems, to support the separate financial reporting requirements for RR Donnelley, Donnelley Financial, and LSC. There were no ~~other~~ changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended ~~September~~June 30, ~~2016~~2017 that had materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

For a discussion of certain litigation involving the Company, see Note ~~12,~~14, Commitments and Contingencies, to the Condensed Consolidated Financial Statements.

The following risk factors amend and supplement the Risk Factors identified under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K and should be read in conjunction with such risk factors in the Form 10-K. Unless the context otherwise

~~requires, the risk factors identified below relating to the Company relate to the Company after giving effect to the completion of the spinoff transactions.~~

The Company’s operational and financial profile changed upon the separation of LSC Communications and Donnelley Financial Solutions from the Company’s other businesses. As a result, the Company’s diversification of revenue sources diminished, and the Company’s results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and greater risk as a result of the concentration of our business in the multichannel communications management industry. Further, shares of the Company’s common stock represent an investment in a smaller company. These changes may not meet some stockholders’ investment strategies, which could cause investors to sell their shares of the Company’s common stock. Excessive selling could cause the relative market price of the Company’s common stock to decrease.

Further, the anticipated benefits to the Company of the spinoff transactions were based on a number of assumptions, some of which may prove incorrect. Any such incorrect assumptions could adversely affect the Company’s business, results of operations or financial condition.

In addition, we believe that the spinoff transactions will result in a number of benefits to the Company, including, among others, enabling management to better focus on our multichannel integrated communications business. However, if we fail to achieve some or all of the expected benefits of the transaction, or if those benefits are delayed, our business, results of operations and financial condition could be adversely affected and the value of our stock could be adversely impacted

~~The price of the Company’s common stock may fluctuate significantly with the completion of the spinoffs.~~

We cannot predict the prices at which the Company’s common stock may trade now that the spinoffs are complete , the effect of the spinoffs on the trading prices of the Company’s common stock or whether the market value of the Company’s common stock and the common stock of each of the new public companies held by a stockholder after the spinoffs will be, in the aggregate, less than, equal to or greater than the market value of the Company’s common stock held by such stockholder prior to the spinoffs.

~~The Company may not realize the full benefits from its retained ownership interests in LSC Communications and Donnelley Financial Solutions~~.

As part of the spinoff transactions, the Company distributed approximately 80.75% of the outstanding shares of common stock of LSC Communications and Donnelley Financial Solutions to the Company’s stockholders. After giving effect to these distributions, the Company retained approximately 19.75% of the outstanding shares of common stock of each of LSC Communications and Donnelley Financial Solutions. In connection with the spinoff transactions, the Company entered into a stockholder and registration rights agreement with each of LSC Communications and Donnelley Financial Solutions governing the Company’s ownership and potential disposition of the shares of common stock retained in each company. The Company will dispose of any shares of common stock of LSC Communications and Donnelley Financial Solutions that it retains within the 12-month period following the initial distribution of shares of common stock of LSC Communications and Donnelley Financial Solutions to the Company’s stockholders.

As with any investment in a publicly traded company, the Company’s retained ownership in each company is subject to risks and uncertainties relating to the businesses of LSC Communications and Donnelley Financial Solutions and risks and uncertainties relating to fluctuations in public equity markets generally. In addition, under the stockholders’ and registration rights agreement, the Company gave a proxy to each company to vote all of its retained shares of common stock in proportion to the votes cast by LSC Communications’ and Donnelley Financial Solutions’ other stockholders. Consequently, the Company does not retain any influence over the management and affairs of each of LSC Communications and Donnelley Financial Solutions.

Pursuant to the stockholders’ and registration rights agreement with each company, we may dispose of shares of common stock of either company to investment banks in exchange for our outstanding public debt. We will dispose of all of the shares of common stock we retain in LSC Communications and Donnelley Financial Solutions within a year of the spinoff distribution date. Any disposition of shares of common stock of LSC Communications or Donnelley Financial Solutions held by the Company in the public market, or the perception that such dispositions could occur, could adversely affect prevailing market prices for LSC Communications common stock and Donnelley Financial Solutions common stock and thereby adversely affect the value of our retained ownership interests or adversely affect the terms and conditions of such disposition.

~~Post-spin, we are a smaller company and may experience increased costs resulting from a decrease in purchasing power.~~

Prior to the completion of the spinoff transactions, we had been able to take advantage of our size and purchasing power in sourcing products and services from third-party vendors. Since the spinoff transactions are complete, we are a smaller company and may not have the same purchasing power that we had before the completion of the spinoff transactions. Although we are seeking to expand our direct purchasing relationships with many of our most important third-party vendors, we may be unable to obtain products and services at prices and on terms as favorable as those available to us prior to completion of the spinoff transactions, which could negatively impact our results of operations, financial positions and cash flow.

~~The Company may be unable to hire and retain talented employees, including management, which may be exacerbated by the spinoff transactions.~~

The Company’s success depends, in part, on its general ability to attract, develop, motivate and retain highly skilled employees. The loss of a significant number of the Company’s employees or the inability to attract, hire, develop, train and retain skilled personnel could have a serious negative effect on the Company. Various locations may encounter competition with other manufacturers for skilled labor. Many of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices than the Company offers. In addition, many members of the Company’s management have significant industry experience that is valuable to the Company’s competitors. The Company enters into non-solicitation and, as appropriate, non-competition agreements with its executive officers, prohibiting them contractually from soliciting the Company’s customers and employees and from leaving and joining a competitor within a specified period.

Furthermore, as a result of the spinoff transactions, certain members of our senior management team prior to the spinoff, resigned from their roles with the Company to assume positions with either LSC Communications or Donnelley Financial Solutions. The loss of members of our senior management team and other key employees due to the spinoff transactions may result in transitional challenges or temporary difficulty in managing our business properly, which could harm business prospects and the Company’s consolidated results of operations, financial position and cash flows.

We obtained an opinion from our outside legal counsel substantially to the effect that, among other things, the distributions in connection with the spinoff transactions will qualify as tax-free distributions under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The opinion will not be binding on the IRS or the courts. Additionally, we have received a private letter ruling from the IRS concluding that certain limited aspects of the distributions will not prevent the distributions from satisfying certain requirements for tax-free treatment under the Code. The opinion and the private letter ruling rely on customary factual representations and assumptions, which if incorrect or inaccurate may jeopardize the ability to rely on such opinion and letter ruling.

If either or both of the distributions do not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, we would be subject to tax as if we had sold the common stock of such spun-off entity in a taxable sale for its fair value. In that case, it is expected that RR Donnelley stockholders would be subject to tax as if they had received a distribution equal to the fair value of the spun-off entity’s common stock that was distributed to them, which generally would be treated first as a taxable dividend to the extent of our earnings and profits, then as a non-taxable return of capital to the extent of each holder’s tax basis in its Company common stock, and thereafter as capital gain with respect to any remaining value. It is expected that the amount of any such taxes to RR Donnelley stockholders and us would be substantial if this were to occur.

~~Global market and economic conditions, as well as the effects of these conditions on customers’ businesses, could adversely affect the Company.~~

Global economic conditions affect customers’ businesses and the markets they serve. In general, demand for the Company’s products and services are highly correlated with general economic conditions. Because a significant part of the Company’s business relies on its customers’ advertising spending, which is driven in part by economic conditions and consumer spending, a prolonged downturn in the global economy and an uncertain economic outlook could further reduce the demand for printing and related services that the Company provides to these customers. Delays or reductions in customers’ spending would have an adverse effect on demand for our products and services, which could be material, and consequently could negatively impact our results of operations, financial position and cash flow. Economic weakness and constrained advertising spending may result in decreased revenue, operating margin, earnings and growth rates and difficulty in managing inventory levels and collecting accounts receivable. In addition, customer difficulties could result in increases in bad debt write-offs and allowances for doubtful accounts receivable. The Company may experience operating margin declines as a result. Economic downturns may also result in restructuring actions and associated expenses and impairment of long-lived assets, including goodwill and other intangibles. Uncertainty about future economic conditions makes it difficult for the Company to forecast operating results and to make decisions about future investments.

Such declines in demand are difficult to predict and may result in the Company or the industry having increased excess capacity as a result. An increase in excess capacity may result in declines in prices for the Company’s products and services. The overall business climate may also be impacted by wars or acts of terrorism. Such acts may have sudden and unpredictable adverse impacts on demand for the Company’s products and services.

Further, in June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum. The referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. These developments, or the perception that any of them could occur, have had and may continue to have an adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could negatively impact our results of operations, financial position and cash flow.

Our business is dependent upon brand reputation and the quality of our customer support and services offerings and if we fail to offer effective customer support and services, our brand reputation would be harmed and customers may not use our solutions, resulting in a decline of our net sales.

A high level of customer support and service is critical for the successful marketing and sale of our solutions and the maintenance and enhancement of our brand reputation. If we are unable to provide a level of customer support and service to meet or exceed the expectations of our customers, we could experience a loss of customers and market share and a decline in our brand reputation which may result in reduced customer demand for our solutions. Furthermore, our brand reputation could be impacted by a wide range of factors, some of which are out of our control, including actions of our competitors and third party providers and positive or negative publicity.

~~Adverse credit market conditions may limit the Company’s ability to obtain future financing.~~

Uncertainty and volatility in global financial markets may cause financial institutions to fail, may cause lenders to reduce lending or may cause investors to reinvest in assets that are considered less risky. The failure of a financial institution that supports the Company’s existing credit agreement would reduce the size of its committed facility unless a replacement institution was added. Furthermore, the Company revised its existing financing structure to consummate the spinoff transactions, through refinancing and debt tender and exchange transactions. Any future capital markets transaction will be dependent on market conditions, which may result in the Company receiving financing on terms less favorable to the Company than its existing financings.

~~The Company’s operating performance and creditworthiness may limit its ability to obtain future financing and the cost of any such capital may be higher than in past periods.~~

The Company’s access to future financing will depend on a variety of factors such as the general availability of credit, its credit ratings and credit capacity at the time it pursues such financing. The Company’s current corporate credit ratings are below investment grade and, as a result, the Company’s borrowing costs may further increase or ability to borrow may be limited. The Company’s obligations under its current $800 million senior secured revolving credit facility (the “Credit Agreement”) which expires September 30, 2021, are guaranteed by material and certain other domestic subsidiaries and are secured by a pledge of the equity interests of certain subsidiaries, including most of its domestic subsidiaries, and a security interest in substantially all of the domestic current assets and mortgages of certain domestic real property of the Company. The Credit Agreement is subject to a number of covenants, including a minimum Interest Coverage Ratio and a maximum Leverage Ratio, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments, dispose of certain assets and may also limit the use of proceeds. The Credit Agreement generally allows annual dividend payments of up to $60.0 million in aggregate, though additional dividends may be allowed subject to certain conditions. If adequate capital is not available to the Company and its internal sources of liquidity prove to be insufficient, or if future financings require more restrictive covenants, such combination of events could adversely affect the Company’s ability to (i) acquire new businesses or enter new markets, (ii) service or refinance its existing debt, (iii) pay dividends on common stock, (iv) make necessary capital investments, and (v) make other expenditures necessary for the ongoing conduct of its business.

~~The Company may not be able to reduce or extinguish any of its material indebtedness, and as a result the Company would have increased financial leverage, which could adversely affect its business.~~

The Company will not be able to assign, and may not be able to reduce or extinguish, any of its material indebtedness. The Company has substantial indebtedness and if it is unable to reduce this indebtedness, the Company will have increased financial leverage since the spinoff transactions are complete. As a result of the transfer of certain businesses to LSC Communications and Donnelley Financial Solutions, the Company’s interest and principal payments on its outstanding indebtedness are expected to increase substantially in relation to its revenues and cash flows. In addition, the Company’s ability to make payments on, or repay or refinance, such debt, will depend largely upon its future operating performance. The Company’s future operating performance may be adversely impacted by loss of earnings from businesses transferred to LSC Communications and Donnelley Financial Solutions.

The indentures governing the notes and debentures the Company issues do not contain restrictive covenants and the Company may incur substantially more debt or take other actions, including engaging in mergers and acquisitions, paying dividends and making other distributions to holders of equity securities, and disposing of certain assets, which may adversely affect the Company’s ability to satisfy its obligations under the notes and debentures issued under its indentures.

Although the Credit Agreement is subject to a number of negative and financial covenants, including a minimum interest coverage ratio and a maximum leverage ratio, and covenants that restrict the Company’s ability to incur additional indebtedness, engage in mergers and acquisitions, pay dividends and make other distributions to the holders of the Company’s equity securities, and dispose of certain assets, the indentures governing the Company’s outstanding notes and debentures do not contain financial or operating covenants or restrictions on the incurrence of indebtedness, the payment of dividends or making other distributions, or the disposition of certain assets. In addition, the limited covenants applicable to the notes and debentures do not require the Company to achieve or maintain any minimum financial results relating to its financial position or results of operations.

In carrying out the Company’s strategy focused on maximizing long-term stockholder value, the Company may enter into transactions which may increase its financial leverage. The Company’s ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the indentures governing its notes and debentures could have the effect of diminishing the Company’s ability to make payments on those notes and debentures when due, and require the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, which would reduce the availability of cash flow to fund the Company’s operations, working capital and capital expenditures.

~~Fluctuations in the costs of paper, ink, energy and other raw materials may adversely impact the Company.~~

Purchases of paper, ink, energy and other raw materials represent a large portion of the Company’s costs. Increases in the costs of these inputs may increase the Company’s costs and the Company may not be able to pass these costs on to customers through higher prices. In addition, the Company may not be able to resell waste paper and other print-related by-products or may be adversely impacted by decreases in the prices for these by-products. Increases in the cost of materials may adversely impact customers’ demand for the Company’s printing and related services.

~~The Company may be adversely affected by a decline in the availability of raw materials.~~

The Company is dependent on the availability of paper, ink and other raw materials to support its operations. Unforeseen developments in these markets could result in a decrease in the supply of paper, ink or other raw materials and could cause a decline in the Company’s revenues.

~~The Company may be unable to improve its operating efficiency rapidly enough to meet market conditions.~~

Because the markets in which the Company competes are highly competitive, the Company must continue to improve its operating efficiency in order to maintain or improve its profitability. There is no assurance that the Company will be able to do so in the future. In addition, the need to reduce ongoing operating costs may result in significant up-front costs to reduce workforce, close or consolidate facilities, or upgrade equipment and technology.

The Company has in the past acquired and intends in the future to acquire other businesses, and the Company may be unable to successfully integrate the operations of these businesses and may not achieve the cost savings and increased net sales anticipated as a result of these acquisitions.

Achieving the anticipated benefits of acquisitions will depend in part upon our ability to integrate these businesses in an efficient and effective manner. The integration of companies that have previously operated independently may result in significant challenges, and we may be unable to accomplish the integration smoothly or successfully. In particular, the coordination of geographically dispersed organizations with differences in corporate cultures and management philosophies may increase the difficulties of integration. The integration of acquired businesses may also require the dedication of significant management resources, which may temporarily distract management’s attention from the day-to-day operations of the Company. In addition, the process of integrating operations may cause an interruption of, or loss of momentum in, the activities of one or more of the Company’s businesses and the loss of key personnel from the Company or the acquired businesses. Further, employee uncertainty and lack of focus during the integration process may disrupt the businesses of the Company or the acquired businesses. The Company’s strategy is, in part, predicated on the Company’s ability to realize cost savings and to increase net sales through the acquisition of businesses that add to the breadth and depth of the Company’s products and services. Achieving these cost savings and net sales increases is dependent upon a number of factors, many of which are beyond the Company’s control. In particular, the Company may not be able to realize the benefits of more comprehensive product and service offerings, anticipated integration of sales forces, asset rationalization and systems integration.

~~The highly competitive market for the Company’s products and industry consolidation may continue to create adverse price pressures.~~

The markets for the majority of the Company’s product categories are highly fragmented and the Company has a large number of competitors. Management believes that excess capacity in the Company’s markets has caused downward price pressure and that this trend is likely to continue. In addition, consolidation in the markets in which the Company competes may increase competitive price pressures due to competitors lowering prices.

~~The Company may be subject to more intensive competition if our competitors pursue consolidations.~~

The Company currently has a large number of competitors in the markets in which we operate. The Company believes that selectively pursuing acquisitions is an important strategy for our business following ~~the proposed spinoff transactions~~. If our competitors are able to successfully combine with one another or otherwise consolidate, the competitive landscape we face could be significantly altered. Such consolidation could create stronger competitors with greater financial resources and broader manufacturing and distribution capabilities than our own, and, if we are not successful with our own efforts to consolidate or adapt effectively to increased competition, the resulting increase in competitive pressures could negatively impact our results of operations, financial position and cash flow.

~~The trend of increasing costs to provide health care and other benefits to the Company’s employees and retirees may continue.~~

The Company provides health care and other benefits to both employees and retirees. For many years, costs for health care have increased more rapidly than general inflation in the U.S. economy. If this trend in health care costs continues, the Company’s cost to provide such benefits could increase, adversely impacting the Company’s profitability. Changes to health care regulations in the U.S. may also increase the Company’s cost of providing such benefits.

~~Changes in market conditions or lower returns on assets may increase required pension and other postretirement benefits plan contributions in future periods.~~

The funded status of the Company’s pension and other postretirement benefits plans is dependent upon many factors, including returns on invested assets and the level of certain market interest rates. As experienced in prior years, declines in the market value of the securities held by the plans coupled with low interest rates have substantially reduced, and in the future could further reduce, the funded status of the plans. These reductions have increased the level of expected required pension and other postretirement benefits plan contributions in future years. Market conditions may lead to changes in the discount rates used to value the year-end benefit obligations of the plans, which could partially mitigate or worsen the effects of lower asset returns. If adverse market conditions were to continue for an extended period of time, the Company’s costs and required cash contributions associated with pension and other postretirement benefits plans may substantially increase in future periods.

~~Catastrophic events may damage or destroy our factories, distribution centers or other facilities, which may disrupt our business.~~

Natural disasters, conflicts, wars, terrorist attacks, fires or other catastrophic events could cause damage or disruption to our factories, distribution centers or other facilities, which may adversely affect our ability to manage logistics, cause delays in the delivery of products and services to our customers, and create inefficiencies in our supply chain. An event of this nature could also prevent us from maintaining ongoing operations and from performing critical business functions. While we maintain backup systems and operate out of multiple facilities to reduce the potentially adverse effect of these types of events, a catastrophic event that results in the destruction of any of our major factories, distribution centers or other facilities could affect our ability to conduct normal business operations, which could negatively impact our results of operations, financial position and cash flow.

~~After the spinoff transactions, we may be more vulnerable to adverse events and trends associated with operations outside the United States.~~

Post the spinoff transactions, our business will be less diversified and focus only on variable print and strategic services and will have significant operations outside the United States. As a result, the Company may be more exposed to the risks inherent in conducting such businesses and in conducting business outside the United States. Conducting b~~usiness outside the United States subjects us to a number of additional risks and challenges, including:~~

These factors, individually or in combination, could impair our ability to effectively deliver our products, result in unexpected and material expenses, or cause an unexpected decline in the demand for our products in certain countries or regions. Specifically with respect to our operations in China, our financial performance may be subject to the following risks, among others: regulation of foreign investment and business activities by the Chinese government, including recent scrutiny of foreign co ~~mpanies, may limit our ability to expand our business in China; uncertainties with respect to the legal system in~~ ~~China may limit the legal protections available to us in China; government restrictions on the remittance of currency out of China and the abi~~lity of any subsidiary we may establish in China to pay dividends and make other distributions to us; and potential unfavorable tax consequences as a result of our operations in China. Our failure to manage the risks and challenges associated with our international business and operations could have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows.

~~The Company is exposed to significant risks related to potential adverse changes in currency exchange rates.~~

The Company is exposed to market risks resulting from changes in the currency exchange rates of the currencies in the countries in which it does business. Although operating in local currencies may limit the impact of currency rate fluctuations on the operating results of the Company’s non-U.S. subsidiaries, fluctuations in such rates may affect the translation of these results into the Company’s consolidated financial statements. To the extent borrowings, sales, purchases, revenues and expenses or other transactions are not in the applicable local currency, the Company may enter into foreign currency spot and forward contracts to hedge the currency risk. Management cannot be sure, however, that the Company’s efforts at hedging will be successful, and such efforts could, in certain circumstances, lead to losses that are material to the Company’s consolidated results of operations, financial position and cash flows.

A decline in expected profitability of the Company or individual reporting units of the Company could result in the impairment of assets, including goodwill, other long-lived assets and deferred tax assets.

The Company holds material amounts of goodwill, other long-lived assets and deferred tax assets on its balance sheet. A decline in expected profitability, particularly if there is a decline in the global economy, could call into question the recoverability of the Company’s related goodwill, other long-lived tangible and intangible assets or deferred tax assets and require the write down or write off these assets or, in the case of deferred tax assets, recognition of a valuation allowance through a charge to income. Such an occurrence has had and could continue to have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows.

~~The substitution of electronic delivery for printed materials may continue to adversely affect the Company’s businesses.~~

Electronic delivery of documents and data, including the online distribution and hosting of media content, offer alternatives to traditional delivery of printed documents. Consumers continue to accept electronic substitution in statement printing and forms while online and digital advertising is impacting customers’ printed advertising spends. The extent to which consumers will continue to accept electronic delivery is uncertain and it is difficult to predict future rates of acceptance of these alternatives. Electronic delivery has negatively impacted the Company’s products, such as forms and statement printing. To the extent that consumers, customers and regulators continue to accept these alternatives, the Company’s products will be adversely affected.

~~Changes in the rules and regulations to which the Company is subject may increase the Company’s costs.~~

The Company is subject to numerous rules and regulations, including, but not limited to, product safety, environmental and health and welfare benefit regulations. These rules and regulations may be changed by local, state or federal governments in countries in which the Company operates. Changes in these regulations may result in a significant increase in the Company’s costs to comply. Compliance with changes in rules and regulations could require increases to the Company’s workforce, increased cost for compensation and benefits, or investments in new or upgraded equipment. In addition, growing concerns about climate change, including the impact of global warming, may result in new regulations with respect to greenhouse gas emissions (including carbon dioxide) and/or “cap and trade” legislation. Compliance with new rules and regulations or changes in existing rules and regulations could result in additional costs to the Company.

~~Changes in the rules and regulations to which customers are subject may impact demand for the Company’s products and services.~~

Many of the Company’s customers are subject to rules and regulations requiring certain printed or electronic communications, governing the form of such communications and protecting the privacy of consumers. For instance, our healthcare and insurance printing businesses are subject to such regulations. Changes in these regulations may impact customers’ business practices and could reduce demand for the Company’s products and services. Changes in such regulations could eliminate the need for certain types of communications altogether or such changes may impact the quantity or format of such communications.

~~Changes in postal rates, regulations and delivery structure may adversely impact demand for the Company’s products and services.~~

Postal costs are a significant component of many of the Company’s customers’ cost structure and postal rate changes can influence the number of pieces and types of mailings that the Company’s customers mail. On December 24, 2013, the Postal Regulatory Commission (the “PRC”) approved the USPS Board of Governors’ request for an exigent price increase of 4.3%. This exigent rate increase was implemented in addition to a 1.7% rate increase, equal to the CPI, for total price increases of 6.0%, on average, across all mail categories, effective January 26, 2014. On January 15, 2015, the USPS filed for a CPI rate increase of approximately 2.0%, which was approved by the PRC on May 7, 2015, and became effective May 31, 2015. The USPS eliminated the 4.3% exigency rate increase in April 2016. In addition, the USPS has incurred significant financial losses in recent years and may, as a result, implement significant changes to the breadth or frequency of its mail delivery. The USPS is continuing to pursue its previously announced plans to restructure its mail delivery network, including the closure of many post office facilities and a possible suspension of Saturday service. The impact to the Company of the USPS’s restructuring plans, many of which require legislative action, cannot currently be estimated. If implemented, such changes could impact customers’ ability or willingness to communicate by mail. Declines in print volumes mailed would have an adverse effect on the Company’s business.

We rely on independent shipping companies to deliver the products we create for our customers, and as part of our logistics business for our customers, changes in our relationships with these companies or an increase in shipping costs could have an adverse impact on our business and results of operations.

We rely upon third party carriers, including FedEx and UPS, for timely delivery of our product shipments. As a result, we are subject to carrier disruptions and increased costs due to factors that are beyond our control, including employee strikes, inclement

weather and increased fuel costs. Any failure to deliver products to our customers in a timely and accurate manner may damage our reputation and brand and could cause us to lose customers. If our relationship with any of these third party carriers is terminated or impaired, or if any of these third parties are unable to ship products for us, we would be required to use alternative, and possibly more expensive, carriers for the shipment of products to our customers. We may be unable to engage alternative carriers on a timely basis or on terms favorable to us, if at all, which could have a material adverse effect on our business, financial condition and results of operations.

~~Furthermore, shipping costs represent a significant operational expense for us. C~~hanges in shipping terms, or the inability of these third party shippers to perform effectively (whether as a result of mechanical failure, casualty loss, labor stoppage, or any other reason) could have an adverse effect on our business, financial condition and results of operations. Additionally, deterioration of the financial condition of our carriers could have an adverse impact on our shipping costs. Any future increases in shipping rates could have a material adverse effect on our business, financial condition and results of operations, particularly if we are unable to pass on these higher costs to our customers.

~~A failure to adapt to technological changes to address the changing demands of customers may adversely impact the Company’s business.~~

Many of the end markets in which customers of the Company compete are experiencing changes due to technological progress and changes in consumer preferences. In order to grow and remain competitive, the Company will need to continue to adapt to future changes in technology, enhance the Company's existing offerings and introduce new offerings to address the changing demands of customers. If the Company is unable to continue to exploit new and existing technologies to distinguish its products and services from those of its competitors or adapt to new distribution methods, the Company’s business may be adversely affected.

Technological developments and changing demands of customers may require additional investment in new equipment and technologies. The Company must monitor changes in its customers’ markets and develop new solutions to meet customers’ needs. The development of such solutions may be costly and there is no assurance that these solutions will be accepted by customers. If the Company is unable to adapt to technological changes on a timely basis or at an acceptable cost, customers’ demand for the Company’s products and services may be adversely affected.

~~Undetected errors or failures found in our products and services may result in loss of or delay in market acceptance of our products and services that could seriously harm our business.~~

Our products and services may contain undetected errors or scalability limitations at any point in their lives, but particularly when first introduced or as new versions are released. We frequently release new versions of our products and different aspects of our platform are in various stages of development. Despite testing by us and by current and potential customers, errors may not be found in new products and services until after commencement of commercial availability or use, resulting in a loss of or a delay in market acceptance, damage to our reputation, customer dissatisfaction and reductions in net sales and margins, any of which could negatively impact our business.

Our services depend on the reliability of computer systems maintained by us and our vendors and the ability to implement and maintain information technology and security measures to protect against security breaches and data leakage. Our failure to maintain the integrity of these systems could compromise the confidentiality of certain information provided to us by our customers and affect our ability to retain customers and attract new business.

We depend on our information technology and data processing systems to operate our business, and a significant malfunction or disruption in the operation of our systems, or a security breach or a data leak that compromises the confidential and sensitive information stored in those systems, could disrupt our business and adversely impact our ability to compete. These systems include systems that we own and operate, as well as those systems of our vendors. Such systems are susceptible to malfunctions and interruptions due to equipment damage and power outages and are also susceptible to cybercrime, or threats of intentional disruption, which are increasing in terms of sophistication and frequency.

Maintaining the confidentiality, integrity and availability of our systems, software and solutions is an issue of critical importance for us and for our customers and users who rely on us to protect the confidentiality of certain information they provide us. Many of our customers’ industries are highly regulated and have established standards and requirements for safeguarding the confidentiality, integrity and availability of information relating to their businesses and customers. Disclosure of the information maintained on our systems due to human error, breach of our systems through hacking or cybercrime, a leak of confidential information due to employee misconduct or otherwise could materially damage our reputation, subject us to regulatory risks and cause significant reputational harm for our customers, all of which could have a material adverse effect on our business, financial condition and results of operations.

The Credit Agreement generally allows annual dividend payments of up to $60.0 million in aggregate, though additional dividends may be allowed subject to certain conditions. For more detail refer to the Credit Agreement and its amendments filed as exhibits to this Quarterly Report on Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

35 West Wacker Drive, Chicago, Illinois		60601
(Address of principal executive offices)		(Zip code)

		Page
	PART I
FINANCIAL INFORMATION

Item 1:	Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016	3

	Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	4

	Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	5

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3125

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	5948

Item 4:	Controls and Procedures	5948

	PART II

OTHER INFORMATION

Item 1:	Legal Proceedings	59

~~Item 1A:~~	~~Risk Factors~~	5949

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	6849

Item 4:	Mine Safety Disclosures	6849

Item 6:	Exhibits	6950

Signatures		7451

	June 30,			December 31,
	2017			2016
Raw materials and manufacturing supplies	$	144.3		$	133.8
Work in process		88.0			84.4
Finished goods		176.7			179.4
LIFO reserve		(16.6	)		(18.0	)
Total	$	392.4		$	379.6

	June 30,			December 31,
	2017			2016
Land	$	55.7		$	56.0
Buildings		410.5			403.0
Machinery and equipment		1,844.8			1,805.4
		2,311.0			2,264.4
Less: Accumulated depreciation		(1,677.8	)		(1,614.1	)
Total	$	633.2		$	650.3

	June 30,		December 31,
	2017^(b)		2016
Accounts receivable	$	17.5	$	78.1
Accounts payable		12.5		62.6
Accrued liabilities ^(a)		—		78.0

	Variable			Strategic
	Print			Services			International			Total
Net book value as of December 31, 2016
Goodwill	$	1,823.0		$	365.2		$	1,017.9		$	3,206.1
Accumulated impairment losses		(1,550.5	)		(148.7	)		(904.9	)		(2,604.1	)
Total		272.5			216.5			113.0			602.0
Foreign exchange and other adjustments		—			—			5.1			5.1
Net book value as of June 30, 2017
Goodwill		1,823.5			365.2			1,060.0			3,248.7
Accumulated impairment losses		(1,551.0	)		(148.7	)		(941.9	)		(2,641.6	)
Total	$	272.5		$	216.5		$	118.1		$	607.1

	June 30, 2017							December 31, 2016
	Gross							Gross
	Carrying		Accumulated			Net Book		Carrying		Accumulated			Net Book
	Amount		Amortization			Value		Amount		Amortization			Value

Customer relationships	$	527.9	$	(393.6	)	$	134.3	$	517.9	$	(370.7	)	$	147.2
Patents		2.0		(2.0	)		—		2.0		(2.0	)		—
Trademarks, licenses and agreements		26.2		(24.8	)		1.4		26.2		(24.4	)		1.8
Trade names		36.9		(15.1	)		21.8		36.8		(13.9	)		22.9
Total other intangible assets	$	593.0	$	(435.5	)	$	157.5	$	582.9	$	(411.0	)	$	171.9



	Fair Value		Valuation Technique	Unobservable Input	Range
Customer relationships	$	11.6	Excess earnings	Discount rate Attrition rate	16.0% 7.0% - 8.0%
Trade names		1.4	Relief-from-royalty method	Discount rate Royalty rate (pre-tax)	16.0% 0.75% - 1.25%
Technology		0.6	Relief-from-royalty method	Discount rate Royalty rate (pre-tax) Obsolescence factor	16.0% 15.0% 0.0% - 40.0%
Non-compete agreements		1.7	With and without method	Discount rate		16.0%

Accounts receivable	$	36.2
Inventories		59.0
Prepaid expenses and other current assets		38.8
Property, plant and equipment		163.8
Other intangible assets		108.8
Other noncurrent assets		7.9
Goodwill		66.3
Accounts payable and accrued liabilities		(24.6	)
Other noncurrent liabilities		(10.5	)
Deferred taxes--net		(83.7	)
Total purchase price-net of cash acquired		362.0
Less: debt assumed		80.2
Less: settlement of accounts receivable for acquisition of a business		8.6
Less: value of common stock issued		155.2
Net cash paid	$	118.0

	Publishing and Retail			Variable			Strategic
	Services			Print			Services			International			Total
Net book value as of December 31, 2015
Goodwill	$	739.2		$	1,914.0		$	991.5		$	1,123.6		$	4,768.3
Accumulated impairment losses		(688.0	)		(1,105.2	)		(219.7	)		(1,011.8	)		(3,024.7	)
Total		51.2			808.8			771.8			111.8			1,743.6
Acquisitions		—			41.0			—			—			41.0
Foreign exchange and other adjustments		—			0.6			0.3			1.8			2.7
Net book value as of September 30, 2016
Goodwill		739.2			1,955.6			990.8			1,083.9			4,769.5
Accumulated impairment losses		(688.0	)		(1,105.2	)		(218.7	)		(970.3	)		(2,982.2	)
Total	$	51.2		$	850.4		$	772.1		$	113.6		$	1,787.3

	September 30, 2016
	Amount		Weighted Average Amortization Period
Customer relationships	$	11.6		10.5
Trade names		1.4	4.7
Non-compete agreements		1.7		3.3
Total additions	$	14.7

For the year ending December 31,	Amount
2016	$	65.4
2017		60.7
2018		54.7
2019		50.4
2020		46.5
2021 and thereafter		143.1
Total	$	420.8

	RR Donnelley
	Stockholders'			Noncontrolling
	Equity			Interest			Total Equity
Balance at December 31, 2015	$	682.7		$	13.9		$	696.6
Net earnings		18.2			0.8			19.0
Other comprehensive (loss) income		(22.5	)		0.2			(22.3	)
Share-based compensation		13.4			—			13.4
Issuance of share-based awards, net of withholdings and other		(4.2	)		—			(4.2	)
Cash dividends paid		(163.2	)		—			(163.2	)
Distributions to noncontrolling interests		—			(0.9	)		(0.9	)
Balance at September 30, 2016	$	524.4		$	14.0		$	538.4

	Changes in the Fair Value of Available-for-Sale Securities			Pension and Other Postretirement Benefits Plan Cost			Translation Adjustments			Total
Balance at December 31, 2016	$	119.3		$	(159.5	)	$	(15.5	)	$	(55.7	)
Other comprehensive (loss) income before reclassifications		(48.5	)		—			28.8			(19.7	)
Amounts reclassified from accumulated other comprehensive loss		(69.0	)		1.4			—			(67.6	)
Net change in accumulated other comprehensive loss		(117.5	)		1.4			28.8			(87.3	)
Balance at June 30, 2017	$	1.8		$	(158.1	)	$	13.3		$	(143.0	)

	Changes in the Fair Value of Derivatives			Pension and Other Postretirement Benefits Plan Cost			Translation Adjustments			Total
Balance at December 31, 2014	$	(0.1	)	$	(762.3	)	$	(11.2	)	$	(773.6	)
Other comprehensive loss before reclassifications		—			—			(54.6	)		(54.6	)
Amounts reclassified from accumulated other comprehensive loss		0.1			6.6			—			6.7
Amounts reclassified due to disposition of a business		—			3.8			13.1			16.9
Net change in accumulated other comprehensive loss		0.1			10.4			(41.5	)		(31.0	)
Balance at September 30, 2015	$	—		$	(751.9	)	$	(52.7	)	$	(804.6	)

			Basis of Fair Value Measurement
	Balance as of June 30, 2017		Quoted prices in active markets for identical assets (Level 1)		Significant Other Observable Inputs (Level 2)
Assets
Foreign currency contracts	$	1.8	$	—	$	1.8
Available-for-sale securities		2.3		2.3		—
Total assets	$	4.1	$	2.3	$	1.8
Liabilities
Foreign currency contracts		1.1		—		1.1
Total liabilities	$	1.1	$	—	$	1.1

			Basis of Fair Value Measurement
	Balance as of December 31, 2016		Significant Other Observable Inputs (Level 2)
Assets
Foreign currency contracts	$	1.7	$	1.7
Available-for-sale securities	328.7		328.7
Total assets	$	330.4	$	330.4
Liabilities
Foreign currency contracts	1.5		1.5
Total liabilities	$	1.5	$	1.5

	Income from Operations			Operating Margin			Net Earnings (Loss) Attributable to RR Donnelley Common Stockholders			Net Earnings (Loss) Attributable to RR Donnelley Stockholders Per Diluted Share
	(in millions, except margin and per share data)
For the three months ended September 30, 2015	$	123.3			4.4	%	$	14.3		$	0.21
2016 restructuring, impairment and other charges - net		(15.0	)		(0.5	%)		(11.1	)		(0.16	)
2015 restructuring, impairment and other charges - net		52.9			1.9	%		41.0			0.58
Spinoff-related transaction expenses		(20.3	)		(0.7	%)		(21.1	)		(0.30	)
Acquisition-related expenses		(0.4	)		—			(0.3	)		—
Purchase accounting inventory adjustments		6.7			0.2	%		4.3			0.06
Loss on debt extinguishments		—			—			(51.9	)		(0.74	)
OPEB curtailment gains		19.7			0.7	%		12.0			0.17
Pension settlement charges		(1.6	)		(0.1	%)		(0.9	)		(0.01	)
Loss on dispositions of businesses		(0.3	)		0.0	%		(0.1	)		—
Loss on investment		—			—			2.8			0.04
Income tax adjustment		—			—			9.0			0.13
Operations		(7.5	)		(0.2	%)		(5.1	)		(0.08	)
For the three months ended September 30, 2016	$	157.5			5.7	%	$	(7.1	)	$	(0.10	)

	Income from Operations			Operating Margin			Net Earnings Attributable to RR Donnelley Common Stockholders			Net Earnings Attributable to RR Donnelley Stockholders Per Diluted Share
	(in millions, except margin and per share data)
For the nine months ended September 30, 2015	$	396.6			4.8	%	$	80.1		$	1.17
2016 restructuring, impairment and other charges - net		(38.4	)		(0.5	%)		(32.2	)		(0.46	)
2015 restructuring, impairment and other charges - net		104.9			1.3	%		65.3			0.95
Spinoff-related transaction expenses		(50.6	)		(0.6	%)		(44.5	)		(0.63	)
Pension settlement charges		(98.5	)		(1.2	%)		(59.9	)		(0.85	)
Acquisition-related expenses		11.4			0.2	%		11.0			0.16
Purchase accounting inventory adjustments		9.9			0.1	%		6.4			0.09
Net gain on dispositions of businesses		12.0			0.2	%		12.2			0.17
Loss on debt extinguishments		—			—			(51.9	)		(0.74	)
OPEB curtailment gains		19.7			0.2	%		12.0			0.17
Loss on disposal of Venezuelan entity		—			—			15.7			0.23
Venezuela currency remeasurement		—			—			17.0			0.25
Net gain on investments		—			—			0.3			—
Income tax adjustment		—			—			9.0			0.13
Operations		(23.9	)		(0.3	%)		(22.3	)		(0.38	)
For the nine months ended September 30, 2016	$	343.1			4.2	%	$	18.2		$	0.26

	S&P	Moody's
Long-term corporate credit rating	~~BB-~~B+, ~~Credit Watch negative~~Stable	B1, Stable
Senior unsecured debt	~~BB-~~B+	B2
Credit Agreement	~~BB+~~BB	Ba1

~~2.1~~		Agreement and Plan of Merger by and among Courier Corporation, R. R. Donnelley & Sons Company, Raven Solutions, Inc. and Raven Ventures LLC, dated as of February 5, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 11, 2015, filed on February 11, 2015)

~~2.2~~		Separation and Distribution Agreement, dated as of September 14, 2016, by and among R.R. Donnelley & Sons Company, LSC Communications, Inc. and Donnelley Financial Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.3~~		Transition Services Agreement, dated as of September 14, 2016, between LSC Communications, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.4~~		Transition Services Agreement, dated as of September 14, 2016, between Donnelley Financial Solutions, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.5~~		Tax Disaffiliation Agreement, dated as of September 14, 2016, between LSC Communications, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.6~~		Tax Disaffiliation Agreement, dated as of September 14, 2016, between Donnelley Financial Solutions, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.5 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.7~~		Patent Assignment and License Agreement, dated as of September 27, 2016, between LSC Communications US, LLC. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.6 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.8~~		Patent Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial Solutions, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.7 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.9~~		Trademark Assignment and License Agreement, dated as of September 27, 2016, between LSC Communications US, LLC. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.8 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.10~~		Trademark Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.9 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.11~~		Data Assignment and License Agreement, dated as of September 27, 2016, between LSC Communications US, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.10 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.12~~		Data Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.11 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.13~~		Software, Copyright and Trade Secret Assignment and License Agreement, dated as of September 27, 2016, between LSC Communications US, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.12 to the Company’s Current Report on 8-K filed October 3, 2016).

~~2.14~~		Software, Copyright and Trade Secret Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.13 to the Company’s Current Report on 8-K filed October 3, 2016).

~~3.1~~		~~Restated Certificate of Incorporation (incorporated by reference to Exhibit A to the Company’s Current Report on Form 8-K dated September 26, 2014, filed on September 26, 2014)~~
~~3.2~~		~~Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 31, 2016, filed on May 31, 2016)~~

~~3.3~~		Certificate of Amendment of Restated Certificate of Incorporation of R.R. Donnelley & Sons Company Regarding Board Size (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on 8-K filed October 3, 2016).

~~3.4~~		Certificate of Amendment of Restated Certificate of Incorporation of R.R. Donnelley & Sons Company Regarding Reverse Stock Split (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on 8-K filed October 3, 2016).

~~3.5~~		~~Restatement of Certificate of Incorporation of R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on 8-K filed October 3, 2016).~~

~~3.6~~		~~Amended and Restated By-Laws of R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on 8-K filed October 3, 2016).~~
~~4.1~~		Instruments, other than those defining the rights of holders of long-term debt not registered under the Securities Exchange Act of 1934 of the registrant and of all subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (4)(iii)(A) of Item 601 of Regulation S-K. Registrant agrees to furnish a copy of any such instrument to the Commission upon request.
~~4.2~~		~~Indenture dated as of November 1, 1990 between the Company and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4 filed with the Company’s Form SE filed on March 26, 1992)~~
~~4.3~~		Indenture dated as of March 10, 2004 between the Company and LaSalle National Bank Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed on May 10, 2004)
~~4.4~~		Indenture dated as of May 23, 2005 between the Company and LaSalle Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 23, 2005, filed on May 25, 2005)
~~4.5~~		Indenture dated as of January 3, 2007 between the Company and LaSalle Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on January 3, 2007)

~~4.6~~		Stockholder Registration Rights Agreement, dated as of September 14, 2016, between LSC Communications, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on 8-K filed October 3, 2016).

~~4.7~~		Stockholder Registration Rights Agreement, dated as of September 14, 2016, between Donnelley Financial, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on 8-K filed October 3, 2016).
~~10.1~~		Policy on Retirement Benefits, Phantom Stock Grants and Stock Options for Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 6, 2008)*
~~10.2~~		Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)*
~~10.3~~		Directors’ Deferred Compensation Agreement, as amended (incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed on November 12, 1998)*
~~10.4~~		Amended and Restated Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)*

~~10.23~~		Form of Cash Bonus Award Agreement for certain executive officers (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 2, 2012)*
~~10.24~~		Form of Long Term Incentive Cash Award Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 1, 2014)*
~~10.25~~		Form of Amendment to Cash Retention Awards (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 2, 2016, filed on March 2, 2016)*
~~10.26~~		Form of Amended and Restated Indemnification Agreement for directors (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 26, 2014)*
~~10.27~~		Amended and Restated Annual Incentive Plan (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)*

~~10.28~~		Amended and Restated Credit Agreement, dated as of September 30, 2016, among R.R. Donnelley & Sons Company, the guarantors party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed October 3, 2016).

~~10.29~~		R.R. Donnelley & Sons Company Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K filed October 3, 2016).*

~~10.30~~		Employment Agreement, dated as of October 1, 2016, between Daniel L. Knotts and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on 8-K filed October 3, 2016).*

~~10.31~~		Employment Agreement, dated as of October 1, 2016, between Thomas M. Carroll III and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on 8-K filed October 3, 2016).*

~~10.32~~		Employment Agreement, dated as of October 1, 2016, between Jeffrey G. Gorski and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on 8-K filed October 3, 2016).*

~~10.33~~		Employment Agreement, dated as of October 1, 2016, between John Pecaric and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on 8-K filed October 3, 2016).*

~~10.34~~		Employment Agreement, dated as of October 1, 2016, between Terry D. Peterson and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on 8-K filed October 3, 2016).*

~~10.35~~		Employment Agreement, dated as of October 1, 2016, between Deborah L. Steiner and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on 8-K filed October 3, 2016).*

~~10.36~~		Form of Indemnification Agreement for directors (filed herewith) *
14		~~Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 1, 2004)~~
21		~~Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 25, 2016)~~
~~31.1~~31.1*		Certification by Daniel L. Knotts, President and Chief Executive Officer, required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 ~~(filed herewith)~~
~~31.2~~31.2*		Certification by Terry D. Peterson, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 ~~(filed herewith)~~

R.R. DONNELLEY & SONS COMPANY

By:		/s/ TERRY D. PETERSON
		Terry D. Peterson
		Executive Vice President and Chief Financial Officer

By:		/s/ JEFFREY G. GORSKI
		Jeffrey G. Gorski
		Senior Vice President and Chief Accounting Officer

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