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 every Interactive Data File required to be submitted 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 such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth 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 ~~April 26,~~August 2, 2021, ~~72.2~~72.8 million shares of common stock were outstanding.

	March 31,			December 31,			June 30,			December 31,
	2021			2020			2021			2020
ASSETS
Cash and cash equivalents	$	261.6		$	288.8		$	237.2		$	288.8
Receivables, less allowances for credit losses of $14.6 in 2021 (2020 - $15.9)		927.4			1,009.2
Receivables, less allowances for credit losses of $10.7 in 2021 (2020 - $15.9)								926.3			1,009.2
Inventories (Note 4)		300.8			302.1			348.7			302.1
Assets held-for-sale		22.5			23.1			21.0			23.1
Prepaid expenses and other current assets		126.7			133.4			156.5			133.4
Total current assets		1,639.0			1,756.6			1,689.7			1,756.6
Property, plant and equipment-net (Note 5)		429.9			438.8			420.0			438.8
Goodwill (Note 6)		407.4			410.6			408.4			410.6
Other intangible assets-net (Note 6)		64.0			68.8			59.2			68.8
Deferred income taxes		78.0			78.5			73.5			78.5
Operating lease assets		214.4			223.8			210.2			223.8
Other noncurrent assets		147.7			153.8			139.9			153.8
Total assets	$	2,980.4		$	3,130.9		$	3,000.9		$	3,130.9
LIABILITIES
Accounts payable	$	716.2		$	804.5		$	734.4		$	804.5
Accrued liabilities and other		331.3			351.2			304.4			351.2
Short-term operating lease liabilities		70.0			73.4			68.9			73.4
Short-term and current portion of long-term debt (Note 15)		140.4			61.1			79.3			61.1
Total current liabilities		1,257.9			1,290.2			1,187.0			1,290.2
Long-term debt (Note 15)		1,362.7			1,442.0			1,462.6			1,442.0
Pension liabilities		84.4			89.5			80.3			89.5
Other postretirement benefits plan liabilities		53.7			55.8			52.2			55.8
Long-term income tax liability		68.3			68.3			60.3			68.3
Long-term operating lease liabilities		150.9			156.9			147.8			156.9
Other noncurrent liabilities		256.9			272.0			254.5			272.0
Total liabilities		3,234.8			3,374.7			3,244.7			3,374.7
Commitments and Contingencies (Note 14)
EQUITY (Note 10)
RRD stockholders' equity
Preferred stock, $1.00 par value
Authorized: 2.0 shares; Issued: NaN		—			—			—			—
Common stock, $0.01 par value
Authorized: 165.0 shares;
Issued: 89.0 shares in 2021 and 2020		0.9			0.9			0.9			0.9
Additional paid-in-capital		3,105.4			3,263.6			3,030.0			3,263.6
Accumulated deficit		(2,242.0	)		(2,240.7	)		(2,251.4	)		(2,240.7	)
Accumulated other comprehensive loss		(160.3	)		(153.9	)		(142.9	)		(153.9	)
Treasury stock, at cost, 16.8 shares in 2021 (2020 - 17.6 shares)		(971.6	)		(1,127.6	)
Treasury stock, at cost, 16.2 shares in 2021 (2020 - 17.6 shares)								(893.9	)		(1,127.6	)
Total RRD stockholders' equity		(267.6	)		(257.7	)		(257.3	)		(257.7	)
Noncontrolling interests		13.2			13.9			13.5			13.9
Total equity		(254.4	)		(243.8	)		(243.8	)		(243.8	)
Total liabilities and equity	$	2,980.4		$	3,130.9		$	3,000.9		$	3,130.9

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2021			2020			2021			2020			2021			2020
Net sales		1,173.1			1,216.9			1,145.6			1,009.6			2,318.7			2,226.5
Cost of sales		949.0			968.6			928.1			817.3			1,877.1			1,785.9
Gross profit		224.1			248.3			217.5			192.3			441.6			440.6
Selling, general and administrative expenses (exclusive of depreciation and amortization)		153.3			159.9			143.8			138.8			297.1			298.7
Restructuring, impairment and other expense -net (Note 7)		5.8			11.2			9.7			28.4			15.5			39.6
Depreciation and amortization		33.8			39.2			32.9			36.9			66.7			76.1
Other operating expense		6.1			4.9			2.9			7.2			9.0			12.1
Income from operations		25.1			33.1
Income (loss) from operations								28.2			(19.0	)		53.3			14.1
Interest expense-net		30.5			33.9			38.5			34.6			69.0			68.5
Loss on debt extinguishment								6.2			0.4			6.2			0.2
Investment and other income-net		(4.8	)		(4.0	)		(4.9	)		(3.4	)		(9.7	)		(7.2	)
(Loss) income from continuing operations before income taxes		(0.6	)		3.2
Income tax expense (benefit)		1.1			(3.8	)
Net (loss) income from continuing operations		(1.7	)		7.0
Gain (loss) on sale of discontinued operations, net of tax		0.6			(5.0	)
Loss from discontinued operations, net of tax		—			(14.9	)
Loss from continuing operations before income taxes								(11.6	)		(50.6	)		(12.2	)		(47.4	)
Income tax (benefit) expense								(2.4	)		6.6			(1.3	)		2.8
Net loss from continuing operations								(9.2	)		(57.2	)		(10.9	)		(50.2	)
(Loss) gain on sale of discontinued operations, net of tax								—			(1.3	)		0.6			(6.3	)
Gain (loss) from discontinued operations, net of tax								—			1.3			—			(13.6	)
Net income (loss) from discontinued operations (Note 2)		0.6			(19.9	)		—			—			0.6			(19.9	)
Net loss		(1.1	)		(12.9	)		(9.2	)		(57.2	)		(10.3	)		(70.1	)
Less: income attributable to noncontrolling interests		0.2			0.1			0.2			—			0.4			0.1
Net loss attributable to RRD common stockholders	$	(1.3	)	$	(13.0	)	$	(9.4	)	$	(57.2	)	$	(10.7	)	$	(70.2	)

Basic and diluted net (loss) earnings per share attributable to RRD common stockholders (Note 11):
Continuing Operations	$	(0.03	)	$	0.10		$	(0.13	)	$	(0.79	)	$	(0.16	)	$	(0.70	)
Discontinued Operations	$	0.01		$	(0.28	)	$	—		$	—		$	0.01		$	(0.28	)
Net loss attributable to RR Donnelley stockholders	$	(0.02	)	$	(0.18	)	$	(0.13	)	$	(0.79	)	$	(0.15	)	$	(0.98	)

Weighted average number of common shares outstanding:
Basic		72.7			71.6			73.3			72.2			73.0			71.9
Diluted		72.7			71.6			73.3			72.2			73.0			71.9

Three Months Ended

March 31,

2021

2020

Net loss

$
(1.1
)

$
(12.9
)

Other comprehensive (loss) income, net of tax (Note 12):

Translation adjustments

(10.2
)

(20.0
)
Adjustments for net periodic pension and postretirement benefits plan cost

1.1

0.8

Changes in fair value of derivatives

2.5

(12.0
)
Other comprehensive loss

(6.6
)

(31.2
)
Comprehensive loss

(7.7
)

(44.1
)
Less: comprehensive loss attributable to non-controlling interests

—

(0.1
)
Comprehensive loss attributable to RRD common stockholders

$
(7.7
)

$
(44.0
)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Net loss	$	(9.2	)	$	(57.2	)	$	(10.3	)	$	(70.1	)

Other comprehensive income (loss), net of tax (Note 12):
Translation adjustments		10.0			6.8			(0.2	)		(13.2	)
Adjustments for net periodic pension and postretirement benefits plan cost		1.0			0.7			2.1			1.5
Changes in fair value of derivatives		6.5			(1.3	)		9.0			(13.3	)
Other comprehensive income (loss)		17.5			6.2			10.9			(25.0	)
Comprehensive income (loss)		8.3			(51.0	)		0.6			(95.1	)
Less: comprehensive income (loss) attributable to non-controlling interests		0.3			—			0.3			(0.1	)
Comprehensive income (loss) attributable to RRD common stockholders	$	8.0		$	(51.0	)	$	0.3		$	(95.0	)

	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2021			2020			2021			2020
OPERATING ACTIVITIES
Net loss	$	(1.1	)	$	(12.9	)	$	(10.3	)	$	(70.1	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges and other-net		0.1			20.6			1.4			20.8
Depreciation and amortization		33.8			40.8			66.7			79.0
Provision for credit losses		(0.1	)		4.4
(Benefit) provision for credit losses								(3.2	)		5.9
Share-based compensation		0.2			1.4			2.6			3.2
Deferred income taxes		(0.5	)		(1.8	)		4.9			(3.1	)
Net pension and other postretirement benefits plan income		(4.6	)		(3.4	)		(9.4	)		(6.7	)
(Gain) loss on disposition of businesses and other assets		(1.7	)		6.6			(4.2	)		9.4
Loss on debt extinguishment								6.2			0.2
Other		3.5			1.1			5.9			1.1
Changes in operating assets and liabilities:
Accounts receivable-net		75.8			62.7			86.2			174.6
Inventories		(0.4	)		(4.1	)		(45.7	)		(9.1	)
Prepaid expenses and other current assets		(6.7	)		(4.9	)		(11.8	)		(4.0	)
Accounts payable		(89.3	)		(143.3	)		(76.5	)		(188.6	)
Current income taxes		(4.6	)		(13.5	)		(29.1	)		(4.8	)
Accrued liabilities and other		(21.4	)		(29.3	)		(45.9	)		(47.8	)
Pension and other postretirement benefits plan contributions		(1.9	)		(4.0	)		(2.6	)		(4.2	)
Net cash used in operating activities		(18.9	)		(79.6	)		(64.8	)		(44.2	)
INVESTING ACTIVITIES
Capital expenditures		(13.0	)		(17.7	)		(29.9	)		(38.1	)
Disposition of businesses		(0.8	)		12.9			(1.4	)		16.1
Proceeds from sales of investments and other assets		2.4			2.9
Proceeds from sales of property, plant and equipment								7.5			4.7
Proceeds related to company-owned life insurance		0.1			1.6			0.1			3.1
Net cash used in investing activities		(11.3	)		(0.3	)		(23.7	)		(14.2	)
FINANCING ACTIVITIES
Payments of current maturities and long-term debt		(1.4	)		(58.7	)		(444.6	)		(152.7	)
Proceeds from issuances of long-term debt								451.1			—
Proceeds from credit facility borrowings		207.0			578.0			578.0			578.0
Payments on credit facility borrowings		(207.0	)		(170.0	)		(548.0	)		(210.0	)
Debt issuance costs								(7.6	)		—
Dividends paid		—			(2.1	)		—			(2.1	)
Payments of withholding taxes on share-based compensation		(2.4	)		(0.6	)		(2.5	)		(0.6	)
Other financing activities		(0.9	)		(0.7	)		(1.2	)		(1.5	)
Net cash (used in) provided by financing activities		(4.7	)		345.9
Net cash provided by financing activities								25.2			211.1
Effect of exchange rate on cash, cash equivalents and restricted cash		(2.1	)		(6.0	)		1.9			(4.3	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(37.0	)		260.0			(61.4	)		148.4
Cash, cash equivalents and restricted cash at beginning of year		357.6			223.8			357.6			223.8
Cash, cash equivalents and restricted cash at end of period	$	320.6		$	483.8		$	296.2		$	372.2

Supplemental cash flow disclosures:

Operating cash flows used in discontinued operations	$	—	$	(1.4	)
Operating cash flows provided by discontinued operations						$	—	$	16.4
Investing cash flows used in discontinued operations	$	—	$	(0.1	)	$	—	$	(0.9	)

The accompanying unaudited condensed consolidated interim financial statements include the accounts of R.R. Donnelley & Sons Company and its subsidiaries (“RRD,” the “Company,” “we,” “us,” and “our”) 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 our latest Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 24, 2021. Operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2021 are not indicative of the results that may be expected for the fiscal year ending December 31, 2021. 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.

In 2020, to focus on our core product and service offerings, we completed our plan to exit our Logistics Business. This business included Print Logistics, which was disposed of on July 2, 2018; Courier Logistics, which was disposed of on March 2, 2020; DLS Worldwide, which was disposed of November 2, 2020; and International Logistics which was disposed of on November 3, 2020. These businesses were included in the Business Services segment and primarily provided logistics services to a broad range of clients in the United States and globally. The financial results of these businesses have been excluded from continuing operations and segment results for all periods presented unless otherwise noted. Refer to Note 2 –Discontinued Operations to our Condensed Consolidated Financial Statements for additional information.

The following table provides a reconciliation of cash, cash equivalents and restricted cash at ~~March 31,~~June 30, 2021 and December 31, 2020 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.

	March 31, 2021		December 31, 2020		June 30, 2021		December��31, 2020
Cash and cash equivalents	$	261.6	$	288.8	$	237.2	$	288.8
Restricted cash - current^(a)		52.8		62.6		58.9		62.6
Restricted cash - noncurrent^(b)		6.2		6.2		0.1		6.2
Total cash, cash equivalents and restricted cash	$	320.6	$	357.6	$	296.2	$	357.6

Cash payments for income taxes were ~~$9.8~~$26.3 million and ~~$8.5~~$14.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. Cash refunds for income taxes were ~~$0.5~~$0.6 million and ~~$2.4~~$2.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. Income taxes receivable of ~~$19.6~~$35.9 million and $16.3 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, are included within Prepaid expenses and other current assets.

In the fourth quarter of 2020, we completed our plan to exit our Logistics business, which was a component of the Business Services reporting segment. The Logistics business was comprised of DLS Worldwide, International Logistics, Print Logistics and Courier Logistics. OnIn November 2, 2020, we sold our DLS Worldwide ~~for $225.0 million cash, subject to a customary working capital adjustment~~ and ~~an escrow of $22.5 million. On November 3, 2020 we sold~~ International Logistics ~~for $13.0 million cash. The sale of these~~ businesses ~~was~~as part of our strategic shift to exit non-core businesses in order to pursue portfolio optimization and to reduce debt. As part of this strategic shift, we previously sold Print Logistics in July 2018 and Courier Logistics in March 2020. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2021, we finalized working capital adjustments and settled certain other contingencies related to the divested businesses, the impact of which is included in the Gain on sale of the discontinued operations, net of ~~tax, for the quarter ended March 31, 2021.~~tax.

~~Upon~~As part of the divestitures, we entered into transition services agreements with the buyers to assist them in the transition of certain functions, including, but not limited to, information technology, finance, and human resources. Further, we entered into several commercial agreements whereby we continue to receive logistics services from the divested business. Our involvement with the divested businesses is not material in the ~~quarter~~three or six-month periods ended ~~March 31,~~June 30, 2021.

We have reflected the Courier Logistics business, the DLS Worldwide business, and the International Logistics business, as discontinued operations for all periods presented in the Condensed Consolidated Statements of Operations.

Results of discontinued operations for the ~~first quarter of~~three and six months ended June 30, 2020 were as follows:

	Three Months Ended			Three Months Ended			Six Months Ended
	March 31,			June 30,			June 30,
	2020			2020			2020
Net sales	$	204.9		$	163.1		$	368.0
Cost of sales		(179.4	)		(140.6	)		(320.0	)
Selling, general, administrative and other operating expenses		(20.8	)		(18.5	)		(39.3	)
Restructuring, impairment and other expense		(20.7	)		(0.1	)		(20.8	)
Operating loss from discontinued operations		(16.0	)
Income tax benefit		1.1
Net loss from discontinued operations	$	(14.9	)
Operating income (loss) from discontinued operations					3.9			(12.1	)
Income tax expense					(2.6	)		(1.5	)
Net gain (loss) from discontinued operations				$	1.3		$	(13.6	)

Net sales includes sales from the Logistics businesses to RRD which were previously eliminated in consolidation and have been recast and are now shown as external sales within the financial results of discontinued operations above. ~~The~~These net sales were ~~$12.2~~$10.6 million and $22.8 million for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively.

Restructuring, impairment, and other expenses included $20.6 million of non-cash charges related to impairment of goodwill recorded in the ~~first quarter of~~six months ended June 30, 2020.

					Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2021		2020		2021		2020		2021		2020
Commercial print	$	336.5	$	363.4		340.3	$	275.5	$	676.8	$	638.9
Packaging		174.4		115.1		179.7		150.4		354.1		265.5
Labels						131.3		113.7		260.0		235.3
Direct marketing		130.9		182.8		113.6		108.0		244.5		290.8
Labels		128.7		121.6
Digital print and fulfillment						101.7		84.7		199.2		198.3
Statements		118.5		126.9		99.3		101.9		217.8		228.8
Digital print and fulfillment		97.5		113.6
Supply chain management		72.7		69.7		67.3		64.9		140.0		134.6
Forms		48.8		52.4		48.8		48.6		97.6		101.0
Business process outsourcing		42.5		44.0		42.9		40.6		85.4		84.6
Digital and creative solutions		22.6		27.4		20.7		21.3		43.3		48.7
Total net sales	$	1,173.1	$	1,216.9	$	1,145.6	$	1,009.6	$	2,318.7	$	2,226.5

Certain clients may receive volume-based rebates or early payment discounts, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be earned by our clients and reduce revenue accordingly. We do not expect significant changes to estimates of variable consideration. Given the nature of our products and the history of returns, product returns are not significant.

The following table provides information about contract liabilities from contracts with clients:

Contract liabilities primarily relate to client advances received prior to completion of performance obligations. Reductions in contract liabilities are a result of our completion of performance obligations.

Revenue recognized during the ~~three~~six months ended ~~March 31,~~June 30, 2021 from amounts included in contract liabilities at the beginning of the period was approximately ~~$8.8~~$11.5 million.

The components of inventories, net of excess and obsolescence reserves for raw materials and finished goods, at ~~March 31,~~June 30, 2021 and December 31, 2020 were as follows:

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Raw materials and manufacturing supplies	$	149.2		$	147.3		$	166.2		$	147.3
Work in process		63.4			64.8			72.6			64.8
Finished goods		106.1			107.9			128.9			107.9
LIFO reserve		(17.9	)		(17.9	)		(19.0	)		(17.9	)
Total inventories	$	300.8		$	302.1		$	348.7		$	302.1

The components of property, plant and equipment at ~~March 31,~~June 30, 2021 and December 31, 2020 were as follows:

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Land	$	38.2		$	38.2		$	37.2		$	38.2
Buildings		360.7			361.0			364.4			361.0
Machinery and equipment		1,691.6			1,703.1			1,688.0			1,703.1
		2,090.5			2,102.3			2,089.6			2,102.3
Less: Accumulated depreciation		(1,660.6	)		(1,663.5	)		(1,669.6	)		(1,663.5	)
Total property, plant and equipment-net	$	429.9		$	438.8		$	420.0		$	438.8

During the three and six months ended ~~March 31,~~June 30, 2021 depreciation expense was $22.6 million and $46.0 million, respectively. During the three and six months ended June 30, 2020 depreciation expense was ~~$23.4~~$25.4 million and ~~$28.2~~$53.6 million, respectively.

During the fourth quarter of 2017, we entered into an agreement to sell a printing facility in Shenzhen, China and transfer the related land use rights. As of ~~March 31,~~June 30, 2021, we have received deposits in accordance with the terms of the agreement of approximately $123.3 million which are recorded in other noncurrent liabilities on the Condensed Consolidated Balance Sheets. As of ~~March 31,~~June 30, 2021, the carrying ~~cost~~value of the building and land use rights is recorded in other noncurrent assets and is not material. ~~Additional~~In accordance with the agreement, additional scheduled deposits are required to be paid to us ~~in accordance~~ with the ~~agreement.~~final payment due in 2022. The closing date of the final sales transaction is uncertain at this time due to the uncertainty around the timing of the regulatory process including government approvals. Gross proceeds from the sale are expected to be approximately $250.0 million, subject to changes in the exchange ~~rate,~~rate.~~and we expect the transaction to close in 2022 after closing conditions are satisfied and government approvals are obtained.~~ ~~Our contract with the buyer requires them to pay the final installment in 2022 even if the government’s approval is further delayed.~~ If the buyer fails to comply with terms of the agreement or terminates for any reason, the Company is entitled to retain 30% of the purchase price as liquidated damages.

The carrying amount of goodwill at ~~March 31,~~June 30, 2021 and December 31, 2020 were as follows:

	Business Services			Marketing Solutions			Total			Business Services			Marketing Solutions			Total
Net book value as of December 31, 2020
Goodwill	$	2,076.1		$	519.5		$	2,595.6		$	2,076.1		$	519.5		$	2,595.6
Accumulated impairment losses		(1,930.9	)		(254.1	)		(2,185.0	)		(1,930.9	)		(254.1	)		(2,185.0	)
Total		145.2			265.4			410.6			145.2			265.4			410.6
Foreign exchange		(3.2	)		—			(3.2	)		(2.2	)		—			(2.2	)
Net book value as of March 31, 2021
Net book value as of June 30, 2021
Goodwill		2,073.1			519.5			2,592.6			2,080.1			519.5			2,599.6
Accumulated impairment losses		(1,931.1	)		(254.1	)		(2,185.2	)		(1,937.1	)		(254.1	)		(2,191.2	)
Total	$	142.0		$	265.4		$	407.4		$	143.0		$	265.4		$	408.4

The components of other intangible assets at ~~March 31,~~June 30, 2021 and December 31, 2020 were as follows:

	March 31, 2021							December 31, 2020							June 30, 2021							December 31, 2020
	Gross							Gross							Gross							Gross
	Carrying		Accumulated			Net Book		Carrying		Accumulated			Net Book		Carrying		Accumulated			Net Book		Carrying		Accumulated			Net Book
	Amount		Amortization			Value		Amount		Amortization			Value		Amount		Amortization			Value		Amount		Amortization			Value

Client relationships	$	413.5	$	(361.8	)	$	51.7	$	417.0	$	(361.1	)	$	55.9	$	414.7	$	(367.3	)	$	47.4	$	417.0	$	(361.1	)	$	55.9
Trade names		28.8		(16.5	)		12.3		29.1		(16.2	)		12.9		28.5		(16.7	)		11.8		29.1		(16.2	)		12.9
Trademarks, licenses and agreements		23.2		(23.2	)		—		23.2		(23.2	)		—		23.2		(23.2	)		—		23.2		(23.2	)		—
Patents		2.0		(2.0	)		—		2.0		(2.0	)		—		2.0		(2.0	)		—		2.0		(2.0	)		—
Total amortizable other intangible assets		467.5		(403.5	)		64.0		471.3		(402.5	)		68.8		468.4		(409.2	)		59.2		471.3		(402.5	)		68.8

Amortization expense for other intangible assets was ~~$4.7~~$4.8 million and $9.5 million for the three and six months ended ~~March 31,~~June 30, 2021 and was ~~$4.9~~$4.8 million and $9.7 million for the three and six months ended ~~March 31,~~June 30, 2020.

For the three and six months ended ~~March 31,~~June 30, 2021 and 2020, we recorded the following net restructuring, impairment and other expenses:

	Three Months Ended											Three Months Ended
	March 31, 2021											June 30, 2021
	Employee		Other Restructuring		Multi-Employer Pension Plan			Impairment and				Employee	Other Restructuring	Multi-Employer Pension Plan	Impairment and
	Terminations		Charges		Charges			Other		Total		Terminations	Charges	Charges	Other	Total
Business Services	$	0.8	$	1.6	$	0.6		$	0.4	$	3.4	$0.6	$3.0	$0.6	$(0.9)	$3.3
Marketing Solutions		0.3		1.8		0.1			—		2.2	0.2	1.7	0.1	0.5	2.5
Corporate		0.4		0.6		(0.8	)		—		0.2	1.5	2.9	(0.5)	—	3.9
Total	$	1.5	$	4.0	$	(0.1	)	$	0.4	$	5.8	$2.3	$7.6	$0.2	$(0.4)	$9.7

	Three Months Ended											Three Months Ended
	March 31, 2020											June 30, 2020
	Employee		Other Restructuring		Multi-Employer Pension Plan		Impairment and					Employee	Other Restructuring	Multi-Employer Pension Plan	Impairment and
	Terminations		Charges		Charges		Other			Total		Terminations	Charges	Charges	Other	Total
Business Services	$	5.8	$	1.0	$	0.6	$	(1.7	)	$	5.7	$6.4	$1.8	$1.1	$0.4	$9.7
Marketing Solutions		0.4		—		0.1		—			0.5	1.6	0.5	0.1	—	2.2
Corporate		1.9		3.1		—		—			5.0	4.8	11.7	—	—	16.5
Total	$	8.1	$	4.1	$	0.7	$	(1.7	)	$	11.2	$12.8	$14.0	$1.2	$0.4	$28.4

For the three and six months ended ~~March 31,~~June 30, 2021, we recorded net restructuring charges of ~~$1.5~~$2.3 million and $3.8 million for employee termination costs. These charges primarily relate to announced facility closures and the reorganization of selling, general and administrative functions across each segment. We also incurred ~~$4.0~~$7.6 million and $11.6 million of other restructuring charges during the three and six months ended ~~March 31,~~June 30, 2021, comprised of lease terminations and environmental costs. We recorded net gains of $1.8 million and $1.4 million on the sale of restructured facilities for the three and six months ended June 30, 2021.

For the three and six months ended ~~March 31,~~June 30, 2020, we recorded net restructuring charges of ~~$8.1~~$12.8 million and $20.9 million for employee termination costs. These charges primarily related to the closure of the Chilean operations and other facility closures in the Business Services segment and the reorganization of selling, general and administrative functions across each segment. We also incurred other restructuring charges of ~~$4.1~~$14.0 million and $18.1 million for the three and six months ended ~~March 31,~~June 30, 2020 and recorded a net ~~gains~~loss of ~~$1.7~~$0.2 million and a net gain of $1.5 million on the sale of restructured facilities for the three and six months ended ~~March 31,~~June 30, 2020.

Restructuring and MEPP reserves as of December 31, 2020 and ~~March 31,~~June 30, 2021, and changes during the ~~three~~six months ended ~~March 31,~~June 30, 2021, were as follows:

			Restructuring			Foreign									Restructuring		Foreign
	December 31,		and Other			Exchange and		Cash			March 31,		December 31,		and Other		Exchange and		Cash			June 30,
	2020		Charges			Other		Paid			2021		2020		Charges		Other		Paid			2021
Employee terminations	$	6.2	$	1.5		$	0.1	$	(2.6	)	$	5.2	$	6.2	$	3.7	$	0.1	$	(4.1	)	$	5.9
MEPP withdrawal obligations		70.2		(0.1	)		—		(5.4	)		64.7		70.2		0.2		—		(21.6	)		48.8
Other		12.2		4.0			0.2		(4.3	)		12.1		12.2		11.6		0.2		(9.2	)		14.8
Total	$	88.6	$	5.4		$	0.3	$	(12.3	)	$	82.0	$	88.6	$	15.5	$	0.3	$	(34.9	)	$	69.5

The current portion of restructuring reserves of ~~$35.9~~$24.3 million at ~~March 31,~~June 30, 2021 was included in Accrued liabilities and other while the long-term portion of ~~$46.1~~$45.2 million, primarily related to MEPP withdrawal obligations, employee terminations in litigation and other, was included in Other noncurrent liabilities at ~~March 31,~~June 30, 2021. The liabilities for the withdrawal obligations associated with our previous decision to withdraw from all MEPPs included in Accrued liabilities and other and Other noncurrent liabilities are ~~$21.6~~$6.9 million and ~~$43.1~~$41.9 million, respectively, as of ~~March 31,~~June 30, 2021.

Payments on our MEPP withdrawal obligations are scheduled to be substantially completed by 2034. Changes based on uncertainties in these estimated withdrawal obligations could affect the ultimate charges related to MEPP withdrawals. Refer to Note 14 – Commitment and Contingencies to our Condensed Consolidated Financial Statements for further details.

The restructuring liabilities classified as “other” primarily consisted of reserves for employee termination litigation and environmental matters. Any potential recoveries or additional charges could affect amounts reported in our condensed consolidated financial statements.

Components of net pension and other postretirement benefits plan (“OPEB”) income for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2021			2020			2021			2020			2021			2020
Pension income:
Service cost	$	0.3		$	0.3		$	0.3		$	0.2		$	0.6		$	0.5
Interest cost		5.1			6.9			5.1			6.8			10.2			13.7
Expected return on plan assets		(9.5	)		(10.2	)		(9.6	)		(10.0	)		(19.1	)		(20.2	)
Amortization, net		2.9			2.5			3.0			2.5			5.9			5.0
Net pension income	$	(1.2	)	$	(0.5	)	$	(1.2	)	$	(0.5	)	$	(2.4	)	$	(1.0	)

OPEB income:
Interest cost		1.1			1.8			1.0			1.8			2.1			3.6
Expected return on plan assets		(3.0	)		(3.2	)		(2.9	)		(3.1	)		(5.9	)		(6.3	)
Amortization, net		(1.5	)		(1.5	)		(1.7	)		(1.5	)		(3.2	)		(3.0	)
Net OPEB income	$	(3.4	)	$	(2.9	)	$	(3.6	)	$	(2.8	)	$	(7.0	)	$	(5.7	)

During the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, we contributed ~~$1.9~~$2.6 million and ~~$4.0~~$4.2 million, respectively, to our retirement plans.

In March 2021, we awarded our annual share-based compensation grants, which consisted of 0.8 million restricted stock units with a grant date fair value of $4.52 per unit and 0.8 million performance share units also with a grant date fair value of $4.52 per unit. The restricted stock units are subject to a three year ratable vesting period and the performance share units are subject to a three year performance period. Dividends are 0t paid on restricted stock units.As of June 30, 2021, there were 1.5 million and 2.2 million outstanding restricted shares and performance restricted shares, respectively.

In addition, in March 2021 we granted 0.9 million cash-settled restricted stock units (“phantom restricted stock units”) and 0.9 million cash-settled performance stock units (“phantom performance stock units”). Our share price on the date of grant was $4.52. The phantom restricted stock units vest and are payable in three equal installments over a period of three years after the grant date. The phantom performance stock units are subject to a three year performance period. Phantom stock units are not shares of our common stock and therefore the recipients of these awards do not receive ownership interest in the Company or stockholder voting rights. Phantom stock unit awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death or permanent disability of the grantee, termination of the grantee’s employment under certain circumstances or a change in control of the Company. All phantom stock unit awards are classified as liability awards due to their expected settlement in cash and are included in Accrued liabilities and other in the Condensed Consolidated Balance Sheets. Compensation expense for these awards is measured based upon the fair value of the awards at the end of each reporting period. Dividends are 0t paid on phantom stock units.As of June 30, 2021, there were 2.1 million and 2.4 million outstanding cash-settled phantom and performance cash-settled phantom shares, respectively.

Compensation expense for these plans was ~~$6.8~~$9.4 million and $16.2 million for the three and six months ended ~~March 31,~~June 30, 2021 and ~~$0.3~~$2.8 million and $3.1 million for the three and six months ended ~~March 31,~~June 30, 2020, respectively.

Our equity as of December 31, 2020 and ~~March 31,~~June 30, 2021, and changes during the three and six months ended ~~March 31,~~June 30, 2021, were as follows:

	Common		Additional Paid-in-			Treasury			Accumulated			Accumulated Other Comprehensive			Total RRD's Stockholders'			Noncontrolling			Total			Common		Additional Paid-in-			Treasury			Accumulated			Accumulated Other Comprehensive			Total RRD's Stockholders'			Noncontrolling			Total
	Stock		Capital			Stock			Deficit			Loss			Equity			Interests			Equity			Stock		Capital			Stock			Deficit			Loss			Equity			Interests			Equity
Balance at December 31, 2020	$	0.9	$	3,263.6		$	(1,127.6	)	$	(2,240.7	)	$	(153.9	)	$	(257.7	)	$	13.9		$	(243.8	)	$	0.9	$	3,263.6		$	(1,127.6	)	$	(2,240.7	)	$	(153.9	)	$	(257.7	)	$	13.9		$	(243.8	)
Net (loss) income										(1.3	)					(1.3	)		0.2			(1.1	)										(1.3	)					(1.3	)		0.2			(1.1	)
Other comprehensive loss													(6.4	)		(6.4	)		(0.2	)		(6.6	)													(6.4	)		(6.4	)		(0.2	)		(6.6	)
Share-based compensation				0.2												0.2						0.2					0.2												0.2						0.2
Issuance of share-based awards, net of withholdings and other				(158.4	)		156.0									(2.4	)					(2.4	)				(158.4	)		156.0									(2.4	)					(2.4	)
Distributions to noncontrolling interests																—			(0.7	)		(0.7	)																—			(0.7	)		(0.7	)
Balance at March 31, 2021	$	0.9	$	3,105.4		$	(971.6	)	$	(2,242.0	)	$	(160.3	)	$	(267.6	)	$	13.2		$	(254.4	)	$	0.9	$	3,105.4		$	(971.6	)	$	(2,242.0	)	$	(160.3	)	$	(267.6	)	$	13.2		$	(254.4	)
Net (loss) income																																	(9.4	)					(9.4	)		0.2			(9.2	)
Other comprehensive income																																				17.4			17.4			0.1			17.5
Share-based compensation																											2.4												2.4						2.4
Issuance of share-based awards, net of withholdings and other																											(77.8	)		77.7									(0.1	)					(0.1	)
Balance at June 30, 2021																								$	0.9	$	3,030.0		$	(893.9	)	$	(2,251.4	)	$	(142.9	)	$	(257.3	)	$	13.5		$	(243.8	)

On May 17, 2021, our Board of Directors approved an amendment to the Stockholder Rights Agreement. The amendment raises from 10% to 15% the level of beneficial ownership of RRD common stock the acquisition of which by a person or group (other than certain passive institutional investors) would result in the rights becoming exercisable.

Our equity as of December 31, 2019 and ~~March 31,~~June 30, 2020, and changes during three and six months ended ~~March 31,~~June 30, 2020, were as follows:

	Common		Additional Paid-in-			Treasury			Accumulated			Accumulated Other Comprehensive			Total RRD's Stockholders'			Noncontrolling			Total			Common		Additional Paid-in-			Treasury			Accumulated			Accumulated Other Comprehensive			Total RRD's Stockholders'			Noncontrolling			Total
	Stock		Capital			Stock			Deficit			Loss			Equity			Interests			Equity			Stock		Capital			Stock			Deficit			Loss			Equity			Interests			Equity
Balance at December 31, 2019	$	0.9	$	3,348.0		$	(1,219.6	)	$	(2,336.8	)	$	(176.2	)	$	(383.7	)	$	13.4		$	(370.3	)	$	0.9	$	3,348.0		$	(1,219.6	)	$	(2,336.8	)	$	(176.2	)	$	(383.7	)	$	13.4		$	(370.3	)
Net (loss) income										(13.0	)					(13.0	)		0.1			(12.9	)										(13.0	)					(13.0	)		0.1			(12.9	)
Other comprehensive income													(31.0	)		(31.0	)		(0.2	)		(31.2	)													(31.0	)		(31.0	)		(0.2	)		(31.2	)
Share-based compensation				1.4												1.4						1.4					1.4												1.4						1.4
Issuance of share-based awards, net of withholdings and other				(82.3	)		81.8									(0.5	)					(0.5	)				(82.3	)		81.8									(0.5	)					(0.5	)
Cash dividends paid										(2.1	)					(2.1	)					(2.1	)										(2.1	)					(2.1	)					(2.1	)
Cumulative impact of adopting ASU 2016-03, net of tax										(0.3	)					(0.3	)					(0.3	)										(0.3	)					(0.3	)					(0.3	)
Distributions to noncontrolling interests																—			(0.7	)		(0.7	)																—			(0.7	)		(0.7	)
Balance at March 31, 2020	$	0.9	$	3,267.1		$	(1,137.8	)	$	(2,352.2	)	$	(207.2	)	$	(429.2	)	$	12.6		$	(416.6	)	$	0.9	$	3,267.1		$	(1,137.8	)	$	(2,352.2	)	$	(207.2	)	$	(429.2	)	$	12.6		$	(416.6	)
Net loss																																	(57.2	)					(57.2	)					(57.2	)
Other comprehensive income																																				6.2			6.2						6.2
Share-based compensation																											1.8												1.8						1.8
Issuance of share-based awards, net of withholdings and other																											(7.7	)		7.6									(0.1	)					(0.1	)
Balance at June 30, 2020																								$	0.9	$	3,261.2		$	(1,130.2	)	$	(2,409.4	)	$	(201.0	)	$	(478.5	)	$	12.6		$	(465.9	)

Basic earnings per share is calculated by dividing net earnings attributable to 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 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 market value of our stock price during the applicable period. In periods when we are in a net loss, share-based awards are excluded from the calculation of earnings per share as their inclusion would have an anti-dilutive effect.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, 0 shares of common stock were purchased by us; however, shares were withheld for tax liabilities upon the vesting of equity awards.

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 six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2021			2020			2021			2020				2021			2020
Basic and diluted net (loss) earnings per share attributable to RRD common stockholders:
Continuing operations	$	(0.03	)	$	0.10		$	(0.13	)	$	(0.79	)	$	(0.16	)	$	(0.70	)
Discontinued operations	$	0.01		$	(0.28	)	$	—		$	—		$	0.01		$	(0.28	)
Net loss attributable to RR Donnelley stockholders	$	(0.02	)	$	(0.18	)	$	(0.13	)	$	(0.79	)	$	(0.15	)	$	(0.98	)

Numerator:
Net (loss) earnings attributable to RRD common stockholders - continuing operations	$	(1.9	)	$	6.9
Net loss attributable to RRD common stockholders - continuing operations							$	(9.4	)	$	(57.2	)	$	(11.3	)	$	(50.3	)
Net earnings (loss) from discontinued operations, net of income taxes		0.6			(19.9	)		—			—			0.6			(19.9	)
Net loss attributable to RRD common stockholders	$	(1.3	)	$	(13.0	)	$	(9.4	)	$	(57.2	)	$	(10.7	)	$	(70.2	)

Denominator:
Weighted average number of common shares outstanding - Basic and Diluted		72.7			71.6			73.3			72.2			73.0			71.9

Weighted average number of anti-dilutive share-based awards:
Stock options		0.3			0.4			0.2			0.3			0.2			0.3
Restricted stock units		0.8			1.0			0.6			1.5			0.7			1.1
Total		1.1			1.4			0.8			1.8			0.9			1.4

Dividends declared per common share	$	—		$	0.03		$	—		$	—		$	—		$	0.03

The components of other comprehensive ~~loss~~income (loss) and income tax expense (benefit) allocated to each component for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months Ended								Three Months Ended						Six Months Ended
	March 31, 2021								June 30, 2021						June 30, 2021
	Before					Net of			Before				Net of		Before					Net of
	Tax			Income		Tax			Tax		Income		Tax		Tax			Income		Tax
	Amount			Tax		Amount			Amount		Tax		Amount		Amount			Tax		Amount
Translation adjustments	$	(10.2	)	$	—	$	(10.2	)	$	10.0	$	—	$	10.0	$	(0.2	)	$	—	$	(0.2	)
Adjustments for net periodic pension and OPEB cost		1.4			0.3		1.1			1.3		0.3		1.0		2.7			0.6		2.1
Change in fair value of derivatives		3.4			0.9		2.5			8.7		2.2		6.5		12.1			3.1		9.0
Other comprehensive (loss) income	$	(5.4	)	$	1.2	$	(6.6	)
Other comprehensive income									$	20.0	$	2.5	$	17.5	$	14.6		$	3.7	$	10.9

	Three Months Ended									Three Months Ended									Six Months Ended
	March 31, 2020									June 30, 2020									June 30, 2020
	Before						Net of			Before						Net of			Before						Net of
	Tax			Income			Tax			Tax			Income			Tax			Tax			Income			Tax
	Amount			Tax			Amount			Amount			Tax			Amount			Amount			Tax			Amount
Translation adjustments	$	(20.0	)	$	—		$	(20.0	)	$	6.8		$	—		$	6.8		$	(13.2	)	$	—		$	(13.2	)
Adjustments for net periodic pension and OPEB cost		1.0			0.2			0.8			1.0			0.3			0.7			2.0			0.5			1.5
Change in fair value of derivatives		(15.7	)		(3.7	)		(12.0	)		(1.8	)		(0.5	)		(1.3	)		(17.5	)		(4.2	)		(13.3	)
Other comprehensive loss	$	(34.7	)	$	(3.5	)	$	(31.2	)
Other comprehensive income (loss)										$	6.0		$	(0.2	)	$	6.2		$	(28.7	)	$	(3.7	)	$	(25.0	)

Accumulated other comprehensive loss by component as of December 31, 2020 and ~~March 31,~~June 30, 2021, and changes during the ~~three~~six months ended ~~March 31,~~June 30, 2021, were as follows:

	Changes in the Fair Value of Derivatives			Pension and OPEB Cost			Translation Adjustments			Total			Changes in the Fair Value of Derivatives			Pension and OPEB Cost			Translation Adjustments			Total
Balance at December 31, 2020	$	(11.0	)	$	(178.5	)	$	35.6		$	(153.9	)	$	(11.0	)	$	(178.5	)	$	35.6		$	(153.9	)
Other comprehensive income (loss) before reclassifications		1.2			—			(10.0	)		(8.8	)
Other comprehensive loss before reclassifications														(2.2	)		—			(0.1	)		(2.3	)
Amounts reclassified from accumulated other comprehensive loss		1.3			1.1			—			2.4			11.2			2.1			—			13.3
Net change in accumulated other comprehensive loss		2.5			1.1			(10.0	)		(6.4	)		9.0			2.1			(0.1	)		11.0
Balance at March 31, 2021	$	(8.5	)	$	(177.4	)	$	25.6		$	(160.3	)
Balance at June 30, 2021													$	(2.0	)	$	(176.4	)	$	35.5		$	(142.9	)

Accumulated other comprehensive loss by component as of December 31, 2019 and ~~March 31,~~June 30, 2020, and changes during the ~~three~~six months ended ~~March 31,~~June 30, 2020, were as follows:

	Changes in the Fair Value of Derivatives			Pension and OPEB Cost			Translation Adjustments			Total			Changes in the Fair Value of Derivatives			Pension and OPEB Cost			Translation Adjustments			Total
Balance at December 31, 2019	$	1.0		$	(185.7	)	$	8.5		$	(176.2	)	$	1.0		$	(185.7	)	$	8.5		$	(176.2	)
Other comprehensive loss before reclassifications		(11.8	)		—			(19.8	)		(31.6	)		(14.1	)		—			(13.0	)		(27.1	)
Amounts reclassified from accumulated other comprehensive loss		(0.2	)		0.8			—			0.6			0.8			1.5			—			2.3
Net change in accumulated other comprehensive loss		(12.0	)		0.8			(19.8	)		(31.0	)		(13.3	)		1.5			(13.0	)		(24.8	)
Balance at March 31, 2020	$	(11.0	)	$	(184.9	)	$	(11.3	)	$	(207.2	)
Balance at June 30, 2020													$	(12.3	)	$	(184.2	)	$	(4.5	)	$	(201.0	)

Reclassifications from accumulated other comprehensive loss for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

	Three Months Ended March 31,						Classification in the Condensed	Three Months Ended June 30,						Six Months Ended June 30,						Classification in the Condensed
	2021			2020			Consolidated Statements of Operations	2021			2020			2021			2020			Consolidated Statements of Operations
Amortization of pension and OPEB cost:
Net actuarial loss	$	2.8		$	1.6		Investment and other income-net	$	2.6		$	1.4		$	5.4		$	3.0		Investment and other income-net
Net prior service credit		(1.4	)		(0.6	)	Investment and other income-net		(1.3	)		(0.4	)		(2.7	)		(1.0	)	Investment and other income-net
Reclassifications before tax		1.4			1.0				1.3			1.0			2.7			2.0
Income tax expense		0.3			0.2
Income tax benefit									0.3			0.3			0.6			0.5
Reclassification, net of tax	$	1.1		$	0.8				1.0			0.7		$	2.1		$	1.5

Derivatives:
Net realized income (loss)	$	1.3		$	(0.2	)	Interest expense-net
Net realized loss								$	9.9		$	1.0		$	11.2		$	0.8		Interest expense-net
Reclassification, net of tax		1.3			(0.2	)			9.9			1.0			11.2			0.8
Total reclassifications, net of tax	$	2.4		$	0.6			$	10.9		$	1.7		$	13.3		$	2.3

Business Services provides customized solutions at scale to help clients inform, service and transact with their customers. The segment’s primary product and service offerings include commercial print, packaging, labels, statement printing, supply chain management, forms and business process outsourcing. This segment also includes all of our operations in Asia, Europe, Canada and Latin America.

Marketing Solutions leverages an integrated portfolio of data analytics, creative services and multichannel execution to deliver comprehensive, end-to-end solutions. The segment’s primary product and service offerings include direct marketing, in-store marketing, digital print, kitting, fulfillment, digital and creative solutions and list services.

Certain selling general and administrative expenses are not directly attributable to our operating segments and are therefore reported at Corporate. These expenses include executive, legal, finance, communications, certain facility costs and last-in-first-out inventory provisions. In addition, certain costs and earnings of employee benefit plans, such as pension and OPEB expense (income) and share-based compensation, are included in Corporate and not allocated to the operating segments. Corporate also manages our cash pooling structures, which enables participating international locations to draw on our international cash resources to meet local liquidity needs.

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

	Three Months Ended																Three Months Ended
	March 31, 2021																June 30, 2021
															Assets of
								Income (Loss)			Depreciation				Operations					Income (Loss)	Depreciation
	Total		Intersegment			Net		from			and		Capital		As of		Total	Intersegment	Net	from	and	Capital
	Sales		Sales			Sales		Operations			Amortization		Expenditures		March 31, 2021		Sales	Sales	Sales	Operations	Amortization	Expenditures
Business Services	$	936.0	$	(13.9	)	$	922.1	$	53.2		$	23.0	$	7.8	$	2,157.0	$924.7	$(15.1)	$909.6	$55.2	$22.3	$12.5
Marketing Solutions		255.6		(4.6	)		251.0		13.8			8.0		3.0		627.6	241.0	(5.0)	236.0	9.0	8.1	1.6
Total operating segments		1,191.6		(18.5	)		1,173.1		67.0			31.0		10.8		2,784.6	1,165.7	(20.1)	1,145.6	64.2	30.4	14.1
Corporate		—		—			—		(41.9	)		2.8		2.2		195.8	—	—	—	(36.0)	2.5	2.8
Total operations	$	1,191.6	$	(18.5	)	$	1,173.1	$	25.1		$	33.8	$	13.0	$	2,980.4	$1,165.7	$(20.1)	$1,145.6	$28.2	$32.9	$16.9

	Six Months Ended
	June 30, 2021
															Assets of
								Income (Loss)			Depreciation				Operations
	Total		Intersegment			Net		from			and		Capital		As of
	Sales		Sales			Sales		Operations			Amortization		Expenditures		June 30, 2021
Business Services	$	1,860.7	$	(29.0	)	$	1,831.7	$	108.4		$	45.3	$	20.3	$	2,181.6
Marketing Solutions		496.6		(9.6	)		487.0		22.8			16.1		4.6		630.3
Total operating segments		2,357.3		(38.6	)		2,318.7		131.2			61.4		24.9		2,811.9
Corporate		—		—			—		(77.9	)		5.3		5.0		189.0
Total operations	$	2,357.3	$	(38.6	)	$	2,318.7	$	53.3		$	66.7	$	29.9	$	3,000.9

	Three Months Ended																Six Months Ended
	March 31, 2020																June 30, 2020
															Assets of																Assets of
								Income (Loss)			Depreciation				Operations									Income (Loss)			Depreciation				Operations
	Total		Intersegment			Net		from			and		Capital		As of		Total		Intersegment			Net		from			and		Capital		As of
	Sales		Sales			Sales		Operations			Amortization		Expenditures		December 31, 2020		Sales		Sales			Sales		Operations			Amortization		Expenditures		December 31, 2020
Business Services	$	906.5	$	(13.4	)	$	893.1	$	37.7		$	24.4	$	10.7	$	2,220.9	$	1,714.5	$	(25.8	)	$	1,688.7	$	54.8		$	48.2	$	19.8	$	2,220.9
Marketing Solutions		330.4		(6.6	)		323.8		24.9			14.2		1.6		674.3		549.7		(11.9	)		537.8		23.1			26.2		6.4		674.3
Total operating segments		1,236.9		(20.0	)		1,216.9		62.6			38.6		12.3		2,895.2		2,264.2		(37.7	)		2,226.5		77.9			74.4		26.2		2,895.2
Corporate		—		—			—		(29.5	)		0.6		5.4		235.7		—		—			—		(63.8	)		1.7		11.9		235.7
Total operations	$	1,236.9	$	(20.0	)	$	1,216.9	$	33.1		$	39.2	$	17.7	$	3,130.9	$	2,264.2	$	(37.7	)	$	2,226.5	$	14.1		$	76.1	$	38.1	$	3,130.9

Net restructuring, impairment and other expenses by segment are described in Note 7, Restructuring, Impairment and Other.

We are subject to laws and regulations relating to the protection of the environment. We provide 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. We have been designated as a potentially responsible party or have received claims in 4 active federal and state Superfund and other multiparty remediation sites. In addition to these sites, we may also have the obligation to remediate 6 other previously and currently owned facilities. At the Superfund sites, the Comprehensive Environmental Response, Compensation and Liability Act provides that our liability could be joint and several, meaning that we could be required to pay an amount in excess of our proportionate share of the remediation costs.

Our 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 our estimated liability. We believe that our recorded accruals, recorded in Accrued liabilities and other and Other noncurrent liabilities, are adequate to cover our 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 we may undertake in the future. However, in our opinion, compliance with the present environmental protection laws, before taking into account estimated recoveries from third parties, will not have a material effect on our consolidated results of operations, financial position or cash flows.

In April 2019, we received a subpoena from the SEC related to previous business dealings with the Brazilian Ministry of Education. The SEC and Department of Justice (“DOJ”) are investigating the matter, and we are cooperating as they conduct their investigations.

In addition, the Brazil authorities are also investigating the matter and in June 2021 the Company learned that Brazil's Comptroller General of the Union ("CGU") issued an administrative enforcement notice with charges related to previous business dealings between an administrative body of the Brazilian Ministry of Education and the Company's former Brazilian subsidiary, RR Donnelley Editora e Gráfica (“RRD-Brazil”). The administrative enforcement notice forms the basis of an administrative proceeding against the former Brazilian subsidiary (which filed for bankruptcy liquidation in March 2019) and its immediate parent, RR Donnelley Holdings B.V. The Company also is named as a party in this proceeding. The administrative enforcement notice alleges that former employees of RRD-Brazil engaged in anticompetitive and other business misconduct in connection with services provided to the Ministry of Education. We are pursuing our defenses in this matter and analyzing potential courses of action with local legal counsel.

From time to time, our clients file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by us from these parties could be considered preference items and subject to return.

We also regularly investigate matters reported to our whistleblower hotline and are currently investigating matters in certain foreign locations. In addition, we may be party to litigation arising in the ordinary course of business.

We believe that the final resolution of these preference items, investigations, and litigation will not have a material effect on our consolidated results of operations, financial position or cash flows.

Contingencies related to LSC Communication, Inc. and Subsidiaries (“LSC”) and Donnelley Financial Solutions, Inc. (“Donnelley Financial”)

Subsequent to the spinoff of LSC Communications, Inc. and Subsidiaries (“LSC”) and Donnelley Financial Solutions, Inc. (“Donnelley Financial”) on October 1, 2016, we may be contingently liable for obligations under various operating leases for office, warehouse and manufacturing locations of LSC and Donnelley Financial. In the event that LSC or Donnelley Financial, or any successor lessee, fail to make lease payments or fail to pay other obligations under these lease agreements, we may be required to satisfy those obligations to the lessor. Our exposure to these potential contingent liabilities decreases over time as LSC and Donnelley Financial pay monthly lease obligations and as the leases expire. As of ~~March 31,~~June 30, 2021 these potential contingent obligations were ~~$43.4~~$41.2 million and ~~$2.3~~$1.8 million for LSC and Donnelley Financial, respectively.

On April 13, 2020, LSC announced that it, along with most of its U.S. subsidiaries, voluntarily filed for business reorganization under Chapter 11 of the U.S. Bankruptcy Code. In September 2020, a third-party (the “Buyer”) offered to buy the assets and assume certain obligations of LSC. Although the buyer assumed the majority of LSC’s existing leases, we ~~will~~ continue to be contingently liable for these leases until their termination or renewal.

In May and June 2020 we became aware that LSC failed to make required monthly contributions to certain of their multiemployer pension plans (“MEPP”). In accordance with laws and regulations governing multiemployer pension plans, we believe that we and Donnelley Financial, as former members of the control group, are contingently liable on a joint and several liability basis for LSC’s MEPP obligations. We believe that the total undiscounted MEPP obligations for which LSC was responsible ~~for~~ was approximately $100 million and was payable over an average 13-year period. The amount of our ultimate liability related to LSC's MEPP obligations is contingent upon the outcome of our negotiations with Donnelley Financial concerning how the obligations would be apportioned between us and Donnelley Financial. These negotiations commenced during the third quarter of 2020, when the parties agreed to enter into mediation, and then arbitration, after an agreement was not reached though the mediation process. During the ~~three months ended March 31,~~first quarter of 2021, Donnelley Financial filed notice to commence the arbitration ~~process.~~process, although no arbitration date has been set. In 2020, we recorded a contingent liability of approximately $37.1 million representing our estimate of the aggregate payments we believe we will be required to make with respect to LSC’s MEPP liabilities. This amount however could be adjusted in the future based on the final allocation as a result of the arbitration process. Payments to settle this liability are scheduled to be completed by 2034.

During the ~~first quarter of~~six months ended June 30, 2021, we and Donnelley Financial commenced negotiations with each of the three MEPPs to settle the MEPP ~~liabilities. During the period,~~liabilities and, we successfully negotiated a settlement with ~~one~~two of the three ~~plans and as~~plans. As a result of these settlements, in the same period, we recorded a ~~$1.7~~$2.2 million gain in restructuring, impairment and other expense on the Condensed Consolidated Statement of Operations reflecting our estimated share of the reduced liability. ~~The~~Cash payments made by us during the second quarter of 2021 were approximately $18.4 million and primarily related to the settlement ~~payment~~ of ~~$9.2~~the two MEPP plans. As of June 30, 2021, we have $13.4 million ~~was made in April 2021.~~accrued representing our estimate for our share of the remaining liability.

Debt at ~~March 31,~~June 30, 2021 and December 31, 2020 consisted of the following:

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Borrowings under the ABL Credit Facility							$	30.0		$	—
8.875% debentures due April 15, 2021	$	55.6		$	55.6			—			55.6
7.000% notes due February 15, 2022		79.3			79.3			79.3			79.3
6.500% notes due November 15, 2023		75.0			75.0			75.0			75.0
Term Loan due January 15, 2024 ^(a)		534.7			535.8			149.2			535.8
6.000% notes due April 1, 2024		61.7			61.7			61.7			61.7
6.125% secured notes due November 1, 2026								451.1			—
8.250% notes due July 1, 2027		245.8			245.8			245.8			245.8
6.625% debentures due April 15, 2029		103.4			103.4			103.4			103.4
8.500% notes due April 15, 2029		302.1			301.6			302.5			301.6
8.820% debentures due April 15, 2031		54.5			54.5			54.5			54.5
Unamortized debt issuance costs		(9.0	)		(9.6	)		(10.6	)		(9.6	)
Total debt		1,503.1			1,503.1			1,541.9			1,503.1
Less: current portion		140.4			61.1			79.3			61.1
Long-term debt	$	1,362.7		$	1,442.0		$	1,462.6		$	1,442.0

The fair values of the notes and debentures, which were determined using the market approach based upon quoted prices or interest rates available to us for debt obligations with similar terms and maturities, were determined to be Level 2 under the fair value hierarchy. The fair value of our total debt at ~~March 31,~~June 30, 2021 and December 31, 2020 was greater than its book value by approximately ~~$170.6~~$182.2 million and $142.9 million, respectively.

~~We entered into~~On April 28, 2021, we completed an ~~$800.0~~offering of $400.0 million aggregate principal amount of 6.125% senior secured notes due 2026 (the “2026 Notes”) at par. On May 10, 2021, we completed an additional $50.0 million offering of the 2026 Notes that were issued at a $1.1 million premium, increasing the aggregate principal amount of the 2026 Notes to $450.0 million. The 2026 Notes are general senior secured obligations of the Company and are guaranteed by our domestic, wholly-owned subsidiaries that are guarantors of the ABL Credit Facility and Term Loan. Interest on the 2026 Notes is payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2021. The 2026 Notes mature on November 1, 2026. The proceeds from the offerings of the 2026 Notes were used to repay $387.6 million of principal outstanding under our Term Loan and to reduce the outstanding balance under our ABL Credit Facility, including the amount borrowed for repayment of the $55.6 million principal outstanding of the 8.875% Debentures that matured on April 15, 2021.

On April 16, 2021, we amended our senior secured asset-based revolving credit facility (the “ABL Credit Facility”) ~~on September 29, 2017, pursuant to a credit agreement (the “ABL Credit Agreement”).~~ ~~The ABL Credit Facility was amended on October 15, 2018 and was scheduled to mature on September 29, 2022. On April 16, 2021, we amended the ABL Credit Agreement~~ to, among other things, extend the maturity date from September 29, 2022 to April 16, 2026 and reduce the aggregate commitments ~~under the ABL Credit Facility~~ from $800.0 million to $650.0 ~~million and extend the maturity date to April 16, 2026.~~million.

The amount available to be borrowed under the ABL Credit Facility is equal to the lesser of (a) $650.0 million ~~($800.0 million as of March 31, 2021)~~ and (b) a borrowing base formula based on the amount of accounts receivable, inventory, machinery, equipment and, if we were to so elect in the future subject to the satisfaction of certain conditions, fee-owned real estate of ours and our material domestic subsidiaries, subject to certain eligibility criteria and advance rates (collectively, the “Borrowing Base”). The aggregate amount of real estate, machinery and equipment that can be included in the Borrowing Base formula is limited to $175.0 million.

Borrowings under the ABL Credit Facility bear interest at a rate dependent on the average quarterly availability and is calculated according to a base rate (except in certain circumstances, based on the prime rate) or a Eurocurrency rate (except in certain circumstances, based on LIBOR) plus an applicable margin. ~~As currently amended, the~~The applicable margin for base rate loans ranges from 0.25% to 0.75% and the applicable margin for Eurocurrency loans ranges from 1.25% to 1.75%. In addition, a fee is payable quarterly on the unused portion of the total commitments. This fee accrues at a rate of either 0.25% or 0.375% depending upon the average usage of the facility. Borrowings under the ABL Credit Facility may be used for working capital and general corporate purposes.

Based on our Borrowing Base as of ~~March 31,~~June 30, 2021 and letters of credit, we had approximately ~~$512.0~~$462.0 million borrowing capacity available under the ABL Credit Facility. The weighted average interest rate on borrowings under our ABL Credit Facility was ~~1.6%~~1.5% and ~~2.7%~~1.9% during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. There ~~were 0~~was $30 million of outstanding borrowings on our ABL Credit Facility as of ~~March 31,~~June 30, 2021 and 0 outstanding borrowings as of December 31, 2020.

~~On October 15, 2018,~~During the second quarter of 2021, we ~~entered into a $550.0~~utilized proceeds from the offerings of the 2026 Notes to repay $387.6 million ~~senior secured~~of principal outstanding on our term loan B (the “Term Loan”) ~~pursuant to a credit agreement (the “Term Loan Credit Agreement”). The Term Loan~~, which we entered into on October 15, 2018 and is scheduled to mature on January 15, ~~2024, at which time~~2024. The repayment was applied to eliminate the ~~remaining outstanding balance under the Term Loan will be due and payable. Principal~~quarterly principal payments ~~of $1.4 million are due quarterly.~~that were previously required. The Term Loan bears interest based on the London Interbank Offered Rate (LIBOR) plus a margin of 5% or a base rate plus a margin of 4%. Debt extinguishment costs in conjunction with the partial repayment of the Term Loan were $6.2 million, which included unamortized debt issuance costs and discount and is recorded in Loss on debt extinguishment for three months ended June 30, 2021 on the Condensed Consolidated Statement of Operations.

The ~~On April 15, 2021, we repaid the remaining $55.6 million aggregate principle of our 8.875% Debentures using a draw on~~credit agreements for our ABL Credit Facility.

~~On April 28, 2021, we completed an offering of $400 million aggregate principal amount of 6.125% senior secured notes due 2026~~ (the “2026 Notes”). The Notes are general senior secured obligations of the Company and are guaranteed by our domestic, wholly-owned subsidiaries that are guarantors of the ABL Credit Facility and Term Loan. Interest on the 2026 Notes is payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2021. The Notes mature on November 1, 2026.

~~The~~ “ABL Credit Agreement”)and Term Loan (the "Term Loan Credit ~~Agreement,~~Agreement"), and the indenture for the 2026 Notes (the “2026 Notes Indenture”) contain customary affirmative and negative covenants including negative covenants restricting, among other things, our ability to incur or guarantee debt, or issue preferred stock, make certain loans or investments, make certain restricted payments (including payments on certain other debt, external dividends, and stock repurchases), incur liens securing other debt, consummate certain fundamental transactions, enter into certain transactions with affiliates and consummate asset sales. The ABL Credit Agreement contains a covenant which requires us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 if availability under the ABL Credit Facility declines below certain levels. The Term Loan Credit Agreement and the 2026 Notes Indenture require that the net cash proceeds of significant asset sales be used to prepay the Term Loan and purchase the 2026 Notes to the extent that the net cash proceeds are not used for reinvestment in assets useful to our business, certain acquisitions and investments, repayment of certain borrowings under our ABL Credit Facility or to reduce, prepay, repay or purchase certain indebtedness, in each case, subject to certain restrictions and limitations set forth in the Term Loan Credit Agreement and the 2026 Notes Indenture.

Interest paid was ~~$22.9~~$31.7 million and $54.6 million for the three and six months ended ~~March 31,~~June 30, 2021 and ~~$23.5~~$44.3 million and $67.8 million for the three and six months ended ~~March 31,~~June 30, 2020.

Interest income was ~~$0.4~~$0.3 million and $0.7 million for the three and six months ended ~~March 31,~~June 30, 2021 and ~~$0.5~~$0.4 million and $0.9 million for the three and six months ended ~~March 31,~~June 30, 2020.

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 the Condensed Consolidated Statements of Operations, or in other comprehensive income (loss), net of applicable income taxes, depending on the purpose for which the derivative is held. At the inception of a hedge transaction, we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, we assess 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 in the Condensed Consolidated Statements of Operations.

We are exposed to the impact of foreign currency fluctuations based on our global operations. Foreign currency fluctuations affect the U.S. dollar value of revenues earned and expenses incurred in foreign currencies. We are also exposed to currency risk to the extent we own assets or incur liabilities, or enter into other transactions that are not in the functional currency of the subsidiary in which we operate. We employ different practices to manage these risks, including where appropriate the use of derivative instruments, such as foreign currency forwards. To the extent the gains and losses associated with the fair values of foreign currency derivatives are recognized in the Consolidated Statements of Operations, they are generally offset by gains and losses on underlying payables and receivables. We do not use derivative financial instruments for trading or speculative purposes. The aggregate notional value of the forward contracts at ~~March 31,~~June 30, 2021 and December 31, 2020 was ~~$363.3~~$268.7 million and $220.7 million, respectively. The fair values of foreign currency contracts were determined to be Level 2 under the fair value hierarchy and are valued using market exchange rates.

In 2019 and 2020, we entered into interest rate swap agreements to manage interest rate risk exposure, effectively changing the interest rate on $400.0 million of our floating-rate Term Loan based on LIBOR to a fixed-rate. The interest rate swaps, with a notional value of $400.0 million, were designated as cash flow hedges against the variability of cash flows associated with our Term Loan scheduled to mature on January 15, 2024, which are attributable to changes in the benchmark interest rate. In the second quarter of 2021, we terminated interest rate swap agreements with a notional value of $300.0 million in conjunction with the partial repayment of our Term Loan. The termination of these agreements resulted in a loss of $9.2 million recorded within interest expense on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2021.

The fair ~~values~~value of the remaining $100.0 million interest rate ~~swaps were~~swap was determined to be Level 2 under the fair value hierarchy and ~~were~~was developed using the market standard methodology of netting the discounted future variable cash payments and the discounted expected fixed cash receipts. Credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair ~~values~~value to account for potential nonperformance risk. We evaluate the credit value adjustments of the interest rate swap ~~agreements,~~agreement, which take into account the possibility of counterparty and our own default, on at least a quarterly basis.

Our foreign currency contracts and interest rate ~~swaps~~swap are subject to master netting agreements that allow us to settle positive and negative positions with the respective counterparties. Under these master netting agreements, net settlement generally permits us or the counterparty to determine the net amount payable for contracts due on the same date and in the same currency for similar types of derivative transactions. The master netting agreements generally also provide for net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event.

We manage credit risk for our derivative positions on a counterparty-by-counterparty basis, considering the net portfolio exposure with each counterparty, consistent with our risk management strategy for such transactions. Our agreements with each of our counterparties contain a provision where we could be declared in default on our derivative obligations if we either default or, in certain cases, are capable of being declared in default of any of our indebtedness greater than specified thresholds. These agreements also contain a provision where we could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weakened.

As of ~~March 31,~~June 30, 2021 and December 31, 2020, the fair values of our derivative financial instruments and their classifications on the Condensed Consolidated Balance Sheets were as follows:

	Classification on Consolidated Balance Sheets	March 31, 2021		December 31, 2020		Classification on Consolidated Balance Sheets	June 30, 2021		December 31, 2020
Derivative assets
Foreign currency contracts:
Not designated as hedging instruments	Prepaid expenses and other current assets	$	0.3	$	5.9	Prepaid expenses and other current assets	$	1.9	$	5.9

Derivative liabilities
Foreign currency contracts:
Not designated as hedging instruments	Accrued liabilities and other	$	3.5	$	2.3	Accrued liabilities and other	$	—	$	2.3
Interest rate swap agreements:
Designated as cash flow hedges	Accrued liabilities and other		5.0		5.0	Accrued liabilities and other		1.3		5.0
Designated as cash flow hedges	Other noncurrent liabilities		6.2		9.6	Other noncurrent liabilities		1.3		9.6

The pre-tax losses (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

		Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	Classification of Loss (Gain) Recognized in the Consolidated Statements of Operations	2021		2020			Classification of Loss (Gain) Recognized in the Consolidated Statements of Operations	2021			2020			2021			2020
Derivatives not designated as hedges
Foreign currency contracts	Selling, general and administrative expenses	$	2.4	$	1.2		Selling, general and administrative expenses	$	(7.4	)	$	(0.1	)	$	(5.0	)	$	1.1
Derivatives designated as cash flow hedges
Interest rate swap agreements	Interest expense, net		1.3		(0.2	)	Interest expense, net		9.9			1.0			11.2			0.8

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows:

In December 2019, the FASB issued ASU No. 2019-12 “Simplifying the Accounting for Income Taxes (Topic 740)” (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, however early adoption was permitted. We adopted ASU 2019-12 on January 1, 2021 and ~~will reflect~~the changes ~~as appropriate, and no changes are necessary to earlier periods.~~did not have a material impact on our income tax provision.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides companies with optional guidance, including expedients and exceptions for applying generally accepted accounting principles to contracts and other transactions affected by reference rate reform, such as LIBOR, was effective upon issuance and will be applied to future contracts with changes to the reference rate. To date, we have had no such modification to any of our contracts. We are currently evaluating the prospective impact of the standard, and we will adopt ASU 2020-04 upon such contract modification. The impact of the standard is not expected to be material to our Consolidated Financial Statements.

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

R.R. Donnelley & Sons Company (“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 clients. We assist clients in developing and executing multichannel communication strategies that engage audiences, reduce costs, drive revenues and enhance compliance. Our innovative content management offering, production platform, supply chain management, outsourcing capabilities and customized consultative expertise assists our clients in the delivery of integrated messages across multiple media to highly targeted audiences at optimal times to their customers in virtually every private and public sector. We have strategically located operations that provide local service and responsiveness while leveraging the economic, geographic and technological advantages of a global organization.

Certain selling general and administrative expenses are not directly attributable to our operating segments and are therefore reported at Corporate. These expenses include executive, legal, finance, communications, certain facility costs and last-in-first-out inventory provisions. In addition, certain costs and earnings of employee benefit plans, such as OPEB expense (income) and share-based compensation, are included in Corporate and not allocated to the operating segments. Corporate also manages our cash pooling structures, which enables participating international locations to draw on our international cash resources to meet local liquidity needs.

In the fourth quarter of 2020, we sold DLS Worldwide and International Logistics which completed our plan to exit our Logistics business, ~~which was~~ a component of the Business Services reporting segment. The Logistics business was comprised of DLS Worldwide, International Logistics, Print Logistics and Courier ~~Logistics.~~ LogisticsOn November 2, 2020, we sold DLS Worldwide and on November 3, 2020 we sold International Logistics for a cash purchase price of $225.0 million and $13.0 million respectively, subject to customary working capital adjustments. The DLS Worldwide sale included an escrow of $22.5 million.. These transactions are part of our strategy to optimize our portfolio and reduce debt. As part of our plan, we previously sold the Print Logistics business in July 2018 and the Courier Logistics business in March 2020. Accordingly, we have reflected the Print Logistics business, Courier Logistics business, the DLS Worldwide business, and the International Logistics business as discontinued operations. The financial results of these businesses have been excluded from continuing operations and segment results for all periods presented unless otherwise noted. Refer to Note 2 –Discontinued Operations to our Condensed Consolidated Financial Statements for additional information.

In 2020, the COVID-19 pandemic created, and continues to create, significant business challenges for companies around the world, including many of our clients across the broad number of industries we serve. In response to the pandemic, we established a formal operating plan that we are utilizing to manage our business through this challenging global business environment. Our operating plan consists of three ~~very~~ clear priorities: to protect the health and safety of our employees, to sustain operational and supply chain continuity, and to effectively manage our business performance and liquidity throughout this very volatile period.

We are continually evolving our policies and procedures to adhere to the latest best practices being provided by the Centers for Disease Control (“CDC”) and World Health Organization (“WHO”). Our cross-functional COVID Task Force created at the onset of the pandemic has developed safety measures, policies, and procedures for our workplace. We have implemented flexible working policies, including telecommuting and staggered shifts, while allowing for voluntary leaves of absence. ~~Currently, approximately 10,000~~We recently have begun to welcome employees ~~including those providing essential services are working from home. For~~back into our offices ~~we have developed~~in a cautious and phased ~~approach for slowly and cautiously ending remote work arrangements when deemed practical.~~approach. We ~~are also enforcing~~continue to enforce social distancing policies within all of our facilities, require unvaccinated employees to wear face coverings, and ~~we are providing~~provide training for adherence to personal hygiene best practices in line with CDC and WHO guidelines. In response to the CDC recommendation that all individuals in the U.S. wear face masks, we are supplying our essential employees with a combination of disposable and cloth masks, as well as face shields, to ensure their safety and protection.

We have activated our business continuity plans and are leveraging our strong supply chain partnerships to continue to meet the ongoing needs of our 30,000 global clients. We remain fully operational across the 28 countries in which we operate.

Although the COVID-19 pandemic significantly impacted the Company’s financial results in 2020, and continues to ~~impact our performance~~create some challenges in 2021, we believe that there are three primary factors that are helping mitigate the top line impact from the pandemic. These factors include our diverse portfolio of products and services, the lack of client concentration, and the products and services we have introduced to meet the evolving needs of our clients.

The extent to which the pandemic will continue to impact our business, results of operations, financial position and cash flows will depend on future developments which remain highly uncertain and cannot be fully predicted or estimated at this time. However, amidst the global uncertainty posed by COVID-19, we are positioning the Company to weather ~~the~~ economic ~~downturn~~uncertainty and protect the short and long-term interests of our stakeholders. Continuing into 2021, we remain laser-focused on lowering our cost structure and on ~~cash generation.~~maintaining a sufficient level of liquidity.

Net sales ~~decreased~~increased by ~~$43.8~~$136.0 million, or ~~3.6%~~13.5%, for the three months ended ~~March 31,~~June 30, 2021 compared to the same period in ~~2020, representing~~ ~~our lowest rate of quarterly decline in net sales since the COVID-19 pandemic first impacted our global operations.~~ ~~First~~2020. Second quarter net sales were favorably impacted by ~~$14.5~~$21.7 million due to ~~favorable~~ changes in foreign exchange ~~rates and were unfavorably impacted by $6.5 million~~rates. Net sales also increased due to higher volume reflectingstrengthening demand for most of our products and services. Notably, higher demand for e-commerce sales have contributed to thegrowth in our Packaging and Labels products. The increase also reflects continued recovery from the ~~Chile business closure in 2020. In addition to these factors, net sales decreased due to~~ ~~the on-going effects of the~~COVID-19 pandemic, ~~and~~partially offset by last year’s Census project, which was completed in mid-2020. ~~This was partially offset by continued strength in several of our strategic growth products and services including packaging, labels, and supply chain management.~~

Income from operations for the three months ended ~~March 31,~~June 30, 2021 was ~~$25.1~~$28.2 million, ~~a decrease~~an increase of ~~$8.0~~$47.2 million compared to a loss of $19.0 million for the prior ~~year.~~year period. The ~~decrease~~increase was primarily driven ~~primarily~~ by higher sales, cost control initiatives and lower ~~sales.~~restructuring and impairment expenses, partially offset by unfavorable foreign exchange rates and higher incentive compensation.

We continue to assess opportunities to reduce our cost structure and enhance productivity throughout the business. During the three months ended ~~March 31,~~June 30, 2021, we realized significant cost savings from recent and previous restructuring activities including the reorganization of administrative and support functions across all segments, several facility consolidations, and asset rationalization. These savings were partially offset by the effect of unfavorable exchange rates and higher incentive compensation expense. Selling, general and administrative expenses (exclusive of depreciation and amortization) decreased by $6.6 million, or 4.1%, for the three months ended March 31, 2021 compared to the same period in 2020.rates.

Net cash used in operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$18.9~~$64.8 million as compared to ~~$79.6~~$44.2 million used in operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2020. The ~~significant improvement~~increase in 2021 was primarily driven by ~~working capital improvements.~~

~~While we have~~$23.9 million of LSC bankruptcy related payments primarily associated with lump sum settlements of two MEPP plans, higher tax and incentive compensation payments, and a diversified client base with limited concentration, we do have clients that operate in industries hard-hit by the effects of the pandemic, including airlines, hotel chains, cruise lines, and restaurants. During the first quarter, we continued$9.2 million payment to ~~see softer demand from these clients as they work to mitigate the impact of the pandemic on their business. Softer demand from these clients is~~terminate certain interest rates swaps, partially offset by ~~new work we continue to win, particularly in the healthcare space.~~lower restructuring and interest payments.

~~As COVID-19 infection rates remain elevated in many parts of the world, the year ahead~~While client demand for our products and services continues to ~~present many uncertainties.~~ strengthen, ongoing challenges including labor shortages, supply chain disruption, inflationary increases and shipping delays caused by container shortages in key ports including China, remain. These issues, combined with the ongoing uncertainty related to the COVID-19 pandemic, create added challenges when predicting future business performance. Excluding the ~~unpredictable impact from changes in foreign exchange rates and the possible impact from future inflation and labor availability,~~unpredictability related to these factors, we ~~continue to~~now expect net sales for 2021 to be ~~flat~~up by 1% to ~~up low single digits~~3% taking into consideration reductions from the ending of the 2020 Census project and one-time pandemic related projects completed in 2020 offset by ~~a modest~~further economic recovery as the year progresses.

Our outlook assumes that the U.S. economy and the economies of the foreign countries in which we operate will continue to recover from the economic effects of COVID-19, although the recovery may be uneven given the uncertainty of the pandemic. Our outlook also assumes that we will be able to pass on to our clients a substantial majority of material price increases, and that we will not experience any substantial operational outages related to labor shortages and supply chain interruptions. We continue to leverage our client relationships in order to provide a larger share of their communications needs. In addition, we expect to continue cost control and productivity initiatives, including selected facility consolidations and asset rationalizations.

We initiated several restructuring actions during the past three years to further reduce our overall cost structure. These restructuring actions included the closures of manufacturing facilities as well as the reorganization and consolidation of certain operations. These and future cost reduction actions are expected to have a positive impact on operating earnings in 2021 and in future years. In addition, we expect to implement other cost reduction opportunities, which may result in additional restructuring charges. These restructuring actions will be funded by cash generated from operations and cash on hand or, if necessary, by utilizing our credit facilities.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AS COMPARED TO THE THREE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2020

The following table shows the results of operations for the three months ended ~~March 31,~~June 30, 2021 and 2020:

	Three Months Ended										Three Months Ended
	March 31,										June 30,
	2021		2020		$ Change			% Change			2021		2020			$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Net sales		1,173.1		1,216.9		(43.8	)		(3.6	%)		1,145.6		1,009.6			136.0			13.5	%
Cost of sales		949.0		968.6		(19.6	)		(2.0	%)		928.1		817.3			110.8			13.6	%
Gross profit		224.1		248.3		(24.2	)		(9.7	%)		217.5		192.3			25.2			13.1	%
Selling, general and administrative expenses (exclusive of depreciation and amortization)		153.3		159.9		(6.6	)		(4.1	%)		143.8		138.8			5.0			3.6	%
Restructuring, impairment and other-net		5.8		11.2		(5.4	)		(48.2	%)		9.7		28.4			(18.7	)		(65.8	%)
Depreciation and amortization		33.8		39.2		(5.4	)		(13.8	%)		32.9		36.9			(4.0	)		(10.8	%)
Other operating expense		6.1		4.9		1.2			24.5	%		2.9		7.2			(4.3	)		(59.7	%)
Income from operations	$	25.1	$	33.1	$	(8.0	)		(24.2	%)
Income (loss) from operations											$	28.2	$	(19.0	)	$	47.2		nm

Net sales for the three months ended ~~March 31,~~June 30, 2021 ~~decreased $43.8~~increased $136.0 million, or ~~3.6%~~13.5%, to ~~$1,173.1~~$1,145.6 million versus the same period in 2020. ~~First quarter~~Net sales increased by $21.7 million due to favorable changes in foreign exchange rates. Net sales also increased due to higher volume reflectingstrengthening demand for most of our products and services. Notably, higher demand for e-commerce sales have contributed to thegrowth in our Packaging and Labels products. The increase also reflects continued recovery from the COVID-19 pandemic, partially offset by last year’s Census project, which was completed in mid-2020.

Cost of sales for the three months ended June 30, 2021 increased $110.8 million, or 13.6%, to $928.1 million versus the same period in 2020. Total cost of sales increased primarily due to higher volume across most of our products and services and higher cost of raw materials, partially offset by the favorable impact of cost reduction activities. As a percentage of net sales, cost of sales remained relatively unchanged for the three months ended June 30, 2021 versus the same period in 2020.

Gross profit increased $25.2 million to $217.5 million for the three months ended June 30, 2021 versus the same period in 2020, primarily due to higher volume. Our gross margin percentage remained relatively unchanged for the three months ended June 30, 2021 versus the same period in 2020.

Selling, general and administrative expenses increased $5.0 million to $143.8 million for the three months ended June 30, 2021 versus the same period in 2020 primarily as a result of increased incentive compensation expense, largely attributable to the increase in our stock price and unfavorable exchange rates, partially offset by cost control initiatives. As a percentage of net sales, selling, general and administrative expenses decreased from 13.7% to 12.6% for the three months ended June 30, 2021 versus the same period in 2020, reflecting the benefit of restructuring actions and other costs control initiatives.

For the three months ended June 30, 2021, net restructuring, impairment and other charges decreased $18.7 million to $9.7 million. The decrease was primarily driven by lower restructuring activity, including a $10.5 million reduction in employee termination costs, and lower consulting costs compared to the prior year. See Note 7, Restructuring, Impairment and Other, and Note 14, Commitment and Contingencies, within the Notes to the Condensed Consolidated Financial Statements for further discussion.

Depreciation and amortization decreased $4.0 million to $32.9 million for the three months ended June 30, 2021 compared to the same period in 2020. Depreciation and amortization included $4.8 million of amortization of other intangible assets related to client relationships and trade names for each of the three months ended June 30, 2021 and 2020.

Other operating expense for the three months ended June 30, 2021 was $2.9 million compared to $7.2 million in the same period in 2020. The decrease was primarily the result of lower expenses related to the SEC and DOJ investigations and the prior year included a $2.9 million loss on a business disposition which did not occur in the current period.

Income from operations for the three months ended June 30, 2021 was $28.2 million, an increase of $47.2 million compared to a loss of $19.0 million for the three months ended June 30, 2020.

Net interest expense increased by $3.9 million to $38.5 million for the three months ended June 30, 2021 versus the same period in 2020. Net interest expense included $9.2 million related to the termination of certain interest rate swaps. Refer to Note 16 – Derivatives within the Notes to the Condensed Consolidated Financial Statements for further discussion. Excluding the effects of the swap termination, our interest expense decreased approximately $5 million primarily due to prior repurchases and repayment of higher interest rate debt and lower average borrowings and interest rates on the ABL Credit Facility.

The loss on debt extinguishment in the three month period ended June 30, 2021 primarily resulted from the write-off of debt issuance costs and discount related to the Term Loan.

Investment and other income-net for the three months ended June 30, 2021 and 2020 was $4.9 million and $3.4 million respectively, primarily comprised of net OPEB and pension income.

The income tax benefit and expense for the three months ended June 30, 2021 and 2020 were ~~favorably impacted~~primarily driven by ~~$14.5~~the mix of earnings, the tax impact of our interest expense, and changes in tax laws.

Net loss attributable to RRD common stockholders was $9.4 million for the three months ended June 30, 2021 compared to a loss of $57.2 million for the three months ended June 30, 2020.

Net sales for the Business Services segment for the three months ended June 30, 2021 were $909.6 million, an increase of $114.0 million, or 14.3%, compared to the same period in 2020. Net sales increased $21.7 million due to favorable changes in exchange rates. Net sales also increased due to higher volume reflectingstrengthening demand for most of our products and services. Notably, higher demand for e-commerce sales have contributed to thegrowth in our Packaging and Labels products. The increase also reflects continued recovery from the COVID-19 pandemic. The following table summarizes net sales by products and services in the Business Services segment:

	Three Months Ended
	June 30,
Products and Services	2021		2020		$ Change			% Change
	(in millions, except percentages)
Commercial print	$	340.3	$	275.5	$	64.8			23.5	%
Packaging		179.7		150.4		29.3			19.5	%
Labels		131.3		113.7		17.6			15.5	%
Statements		99.3		101.9		(2.6	)		(2.6	%)
Supply chain management		67.3		64.9		2.4			3.7	%
Forms		48.8		48.6		0.2			0.4	%
Business process outsourcing		42.9		40.6		2.3			5.7	%
Total Business Services	$	909.6	$	795.6	$	114.0			14.3	%

Business Services segment income from operations increased $38.1 million to $55.2 million for the three months ended June 30, 2021, primarily due to higher volume, cost control initiatives and lower restructuring, impairment and other expenses, partially offset by unfavorable foreign exchange rates of approximately $10.0 million.

Net sales for the Marketing Solutions segment for the three months ended June 30, 2021 were $236.0 million, an increase of $22.0 million, or 10.3%, compared to the same period in 2020. Net sales increased primarily due to higher volume and higher prices, partially offset by the effects of the 2020 Census contract, which was substantially completed by June 30, 2020.

The following table summarizes net sales by products and services in the Marketing Solutions segment:

Marketing Solutions segment income from operations for the three months ended June 30, 2021 was $9.0 million, an increase of $10.8 million compared to a loss of $1.8 million for the same period in 2020, primarily due to higher volume reflective of continued recovery from the COVID-19 pandemic and cost control initiatives, partially offset by the Census contract which was substantially completed by mid-2020.

Corporate operating expenses during the three months ended June 30, 2021 were $36.0 million, an increase of $1.7 million compared to the same period in 2020. The increase is primarily driven by increased incentive compensation expense, largely attributable to an increase in our stock price, partially offset by lower other selling, generally and administrative expenses.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2021 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2020

The following table shows the results of operations for the six months ended June 30, 2021 and 2020:

	Six Months Ended
	June 30,
	2021		2020		$ Change			% Change
	(in millions, except percentages)
Net sales		2,318.7		2,226.5		92.2			4.1	%
Cost of sales		1,877.1		1,785.9		91.2			5.1	%
Gross profit		441.6		440.6		1.0			0.2	%
Selling, general and administrative expenses (exclusive of depreciation and amortization)		297.1		298.7		(1.6	)		(0.5	%)
Restructuring, impairment and other-net		15.5		39.6		(24.1	)		(60.9	%)
Depreciation and amortization		66.7		76.1		(9.4	)		(12.4	%)
Other operating expense		9.0		12.1		(3.1	)		(25.6	%)
Income from operations	$	53.3	$	14.1	$	39.2		nm

Net sales for the six months ended June 30, 2021 increased $92.2 million, or 4.1%, to $2,318.7 million versus the same period in 2020. Net sales increased $36.2 million due to favorable changes in foreign exchange rates and were unfavorably impacted by $6.5 million due to the Chile business closure in 2020. In addition to these factors, net sales ~~decreased~~also increased due to ~~lower~~higher volume ~~as a result~~reflectingstrengthening demand for most of our products and services. Notably, higher demand for e-commerce sales have contributed to thegrowth in our Packaging and Labels products. The increase also reflects continued recovery from the ~~ongoing~~COVID-19 pandemic, ~~including reduced orders from customers in industries especially hard hit~~partially offset by the ~~pandemic,~~ ~~and last year’s~~ Census project, which was completed in mid-2020. ~~This was partially offset by continued strength in several of our strategic growth products and services including packaging, labels and supply chain management.~~

Cost of sales for the ~~three~~six months ended ~~March 31,~~June 30, 2021 ~~decreased $19.6~~increased $91.2 million, or ~~2.0%~~5.1%, to ~~$949.0~~$1,877.1 million versus the same period in 2020, primarily due to ~~lower~~higher volume ~~partially offset by~~and higher cost ~~control initiatives.~~of raw materials.

Gross profit ~~decreased $24.2~~increased $1.0 million to ~~$224.1~~$441.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 versus the same period in 2020, primarily due to ~~lower~~higher volume. Gross margin percentage decreased from ~~20.4%~~19.8% to ~~19.1%~~19.0% for the ~~three~~six months ended ~~March 31,~~June 30, 2021 versus the same period in 2020, primarily reflecting the impact of unfavorable foreign exchange ~~rates.~~rates and rising costs of raw materials.

Selling, general and administrative expenses decreased ~~$6.6~~$1.6 million to ~~$153.3~~$297.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 versus the same period in 2020, reflecting cost control ~~initiatives.~~initiatives, partially offset by unfavorable foreign exchange rates and higher incentive compensation expense. As a percentage of net sales, selling, general and administrative expenses was ~~13.1%~~12.8% for the ~~three~~six months ended ~~March 31,~~June 30, 2021 ~~which is unchanged from~~versus 13.4% in the same period in 2020.

For the ~~three~~six months ended ~~March 31,~~June 30, 2021, net restructuring, impairment and other expense decreased by ~~$5.4~~$24.1 million to ~~$5.8~~$15.5 million versus the same period in 2020. The decrease was primarily driven by lower restructuring activity, gains on sale of several facilities, and a modest ~~gain~~gains related to the settlement of certain LSC MEPP liabilities. See Note 7, Restructuring, Impairment, and Other, and Note 14, Commitment and Contingencies within the Notes to the Condensed Consolidated Financial Statements for further discussion.

Depreciation and amortization decreased ~~$5.4~~$9.4 million to ~~$33.8~~$66.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020. Depreciation and amortization included ~~$4.7~~$9.5 million and ~~$4.9~~$9.7 million of amortization of other intangible assets related to client relationships and trade names ~~trademarks, licenses and agreements~~ for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

Other operating expense for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$6.1~~$9.0 million compared to ~~$4.9~~$12.1 million for the same period in ~~2020,~~2020. Other operating expenses in both periods primarily ~~reflecting increased legal~~included expenses related to the ongoing SEC and DOJ investigations.

Income from operations for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$25.1~~$53.3 million, ~~a decrease~~an increase of ~~$8.0~~$39.2 million ~~or 24.2%,~~ compared to the ~~three~~six months ended ~~March 31,~~June 30, 2020.

	Three Months Ended												Six Months Ended
	March 31,												June 30,
	2021			2020			$ Change			% Change			2021			2020			$ Change		% Change
	(in millions, except percentages)												(in millions, except percentages)
Interest expense-net	$	30.5		$	33.9		$	(3.4	)		(10.0	%)	$	69.0		$	68.5		$	0.5		0.7	%
Investment and other income-net		(4.8	)		(4.0	)		0.8			20.0	%		(9.7	)		(7.2	)		2.5		34.7	%
Loss on debt extinguishment														6.2			0.2			6.0	nm

Net interest expense ~~decreased $3.4~~increased $0.5 million to ~~$30.5~~$69.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 versus the same period in ~~2020,~~2020. Net interest expense included $9.2 million related to the termination of certain interest rate swaps in the second quarter of 2021. See Note 16 – Derivatives within the Notes to the Condensed Consolidated Financial Statements for further discussion. Excluding the effects of the swap termination, our interest expense decreased approximately $9 million, primarily due to ~~lower average outstanding borrowings~~prior repurchases and repayment of higher interest rate debt and lower average borrowings and interest rates on the newly amended ABL Credit ~~Facility and Term Loan.~~Facility.

Investment and other income, net for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 was ~~$4.8~~$9.7 million and ~~$4.0~~$7.2 million, respectively, and principally comprised of net pension and OPEB income.

~~Income~~The income tax benefit and expense ~~(benefit)~~ for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~March 31,~~ 2020 ~~was~~were primarily driven by the mix of earnings, ~~and~~ the tax impact of our interest ~~expense. The March 31, 2020 income~~expense and changes in tax ~~benefit reflected a benefit from the CARES Act whereby additional interest expense was deductible for 2019 (approximately $6.9 million) and 2020.~~ laws.

Net income from discontinued operations was $0.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to a loss of $19.9 million in the same period in 2020. The net income from discontinued operations for the ~~three~~six months ended ~~March 31,~~June 30, 2021 reflects the settlement of certain contingencies associated with the business divestitures and final net working capital adjustments. The net loss from discontinued operations in the first ~~quarter~~half of 2020 was primarily driven by a $20.6 million non-cash charge related to impairment of goodwill and ~~$8.3~~$9.1 million pre-tax loss on the sale of our Courier Logistics business.

Net loss attributable to RRD common stockholders was ~~$1.3~~$10.7 million and ~~$13.0~~$70.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2021			2020			2021			2020
	(in millions, except percentages)						(in millions, except percentages)
Net sales	$	922.1		$	893.1		$	1,831.7		$	1,688.7
Income from operations		53.2			37.7			108.4			54.8
Operating margin		5.8	%		4.2	%		5.9	%		3.2	%
Restructuring, impairment and other-net		3.4			5.7			6.7			15.4
Other operating expense		—			0.2			—			0.2

Net sales for the Business Services segment for the ~~three~~six months ended ~~March 31,~~June 30, 2021 were ~~$922.1~~$1,831.7 million, an increase of ~~$29.0~~$143.0 million, or ~~3.2%~~8.5%, compared to the ~~three~~six months ended ~~March 31,~~June 30, 2020. Net sales increased ~~$14.5~~$36.2 million due to favorable changes in foreign exchange rates and ~~declined~~were unfavorably impacted by $6.5 million due to the Chile business closure in 2020. Net sales also increased due to ~~the continued strength in certain~~higher volume reflectingstrengthening demand for most of our ~~strategic growth~~ products and ~~services including packaging, labels~~services. Notably, higher demand for e-commerce sales have contributed to thegrowth in our Packaging and ~~supply chain management. While many of our global operations~~Labels products. The increase also reflects continued ~~to be negatively impacted by~~recovery from the ongoing pandemic, our net sales increase in China, which primarily benefited our packaging product line, more than offset these declines since the operations in China were closed for approximately one month in 2020 due to theCOVID-19 pandemic. The following table summarizes net sales by products and services in the Business Services segment:

	Three Months Ended										Six Months Ended
	March 31,										June 30,
Products and Services	2021		2020		$ Change			% Change			2021		2020		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Commercial print	$	336.5	$	363.4	$	(26.9	)		(7.4	%)	$	676.8	$	638.9	$	37.9			5.9	%
Packaging		174.4		115.1		59.3			51.5	%		354.1		265.5		88.6			33.4	%
Labels		128.7		121.6		7.1			5.8	%		260.0		235.3		24.7			10.5	%
Statements		118.5		126.9		(8.4	)		(6.6	%)		217.8		228.8		(11.0	)		(4.8	%)
Supply chain management		72.7		69.7		3.0			4.3	%		140.0		134.6		5.4			4.0	%
Forms		48.8		52.4		(3.6	)		(6.9	%)		97.6		101.0		(3.4	)		(3.4	%)
Business process outsourcing		42.5		44.0		(1.5	)		(3.4	%)		85.4		84.6		0.8			0.9	%
Total Business Services	$	922.1	$	893.1	$	29.0			3.2	%	$	1,831.7	$	1,688.7	$	143.0			8.5	%

Business Services segment income from operations increased ~~$15.5~~$53.6 million to ~~$53.2~~$108.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021, primarily due to increased volume, ~~and~~increased prices, cost reductions and lower restructuring, impairment and other expenses, partially offset by the impact of unfavorable foreign exchange rates of approximately ~~$10~~$20 million.

	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2021			2020			2021			2020
	(in millions, except percentages)						(in millions, except percentages)
Net sales	$	251.0		$	323.8		$	487.0		$	537.8
Income from operations		13.8			24.9			22.8			23.1
Operating margin		5.5	%		7.7	%		4.7	%		4.3	%
Restructuring and other-net		2.2			0.5			4.7			2.7

Net sales for the Marketing Solutions segment for the ~~three~~six months ended ~~March 31,~~June 30, 2021 were ~~$251.0~~$487.0 million, a decrease of ~~$72.8~~$50.8 million compared to the ~~three~~six months ended ~~March 31,~~June 30, 2020. Net sales decreased due to lower volume in direct marketing attributable to the 2020 ~~census~~Census contract, which was substantially completed in mid-2020, ~~and lower~~partially offset by higher order volume ~~especially~~ from ~~financial institutions as a result of~~several existing customers reflecting continued recovery from the COVID-19 ~~pandemic~~pandemic.. The following table summarizes net sales by products and services in the Marketing Solutions segment:

	Three Months Ended										Six Months Ended
	March 31,										June 30,
Products and Services	2021		2020		$ Change			% Change			2021		2020		$ Change			% Change
	(in millions, except percentages)										(in millions, except percentages)
Direct marketing	$	130.9	$	182.8	$	(51.9	)		(28.4	%)	$	244.5	$	290.8	$	(46.3	)		(15.9	%)
Digital print and fulfillment		97.5		113.6		(16.1	)		(14.2	%)		199.2		198.3		0.9			0.5	%
Digital and creative solutions		22.6		27.4		(4.8	)		(17.5	%)		43.3		48.7		(5.4	)		(11.1	%)
Total Marketing Solutions	$	251.0	$	323.8	$	(72.8	)		(22.5	%)	$	487.0	$	537.8	$	(50.8	)		(9.4	%)

Marketing Solutions segment income from operations decreased ~~$11.1~~$0.3 million to ~~$13.8~~$22.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 ~~primarily due to lower volume.~~as a result of the 2020 Census contract which was substantially completed in mid-2020, partially offset by cost control initiatives.

Corporate operating expenses during the ~~three~~six months ended ~~March 31,~~June 30, 2021 were ~~$41.9~~$77.9 million, compared to ~~$29.5~~$63.8 million for the ~~three~~six months ended ~~March 31, 2020,~~June 30, 2021, an increase of ~~$12.4~~$14.1 million. The increase was primarily driven by increased incentive compensation expense, ~~in part~~largely attributable to an increase in our stock ~~price, and an increase in~~ ~~expenses related to the ongoing SEC and DOJ investigations, partially offset by cost control initiatives~~.price.

We believe that we have sufficient liquidity to support our ongoing operations and to invest in future growth to create value for our stockholders. Our operating cash flows, existing cash balances and available capacity under our asset-based senior secured revolving credit facility (the “ABL Credit Facility”) are our primary sources of liquidity and are expected to be used for, among other things, capital expenditures, ~~necessary to support productivity,~~ completion of restructuring programs and payment of interest and principal on our long-term debt obligations.

The following describes our cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020.

	Three Months Ended									Six Months Ended
	March 31,									June 30,
	2021			2020			$ Change			2021			2020			$ Change
	(in millions)									(in millions)
Net cash used in operating activities	$	(18.9	)	$	(79.6	)	$	60.7		$	(64.8	)	$	(44.2	)	$	(20.6	)
Net cash used in investing activities		(11.3	)		(0.3	)		(11.0	)		(23.7	)		(14.2	)		(9.5	)
Net cash (used in) provided by financing activities		(4.7	)		345.9			(350.6	)
Net cash provided by financing activities											25.2			211.1			(185.9	)
Effect of exchange rates on cash, cash equivalents and restricted cash		(2.1	)		(6.0	)		3.9			1.9			(4.3	)		6.2
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(37.0	)	$	260.0		$	(297.0	)	$	(61.4	)	$	148.4		$	(209.8	)

Operating cash inflows are largely attributable to sales of our 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 used in operating activities was ~~$18.9~~$64.8 million compared to ~~$79.6~~$44.2 million in 2020. The ~~improvement~~increase in ~~cash used in operating activities~~2021 was driven by $23.9 million of LSC bankruptcy related payments primarily ~~due~~associated with lump sum settlements of two MEPP plans, higher tax and incentive compensation payments, and a $9.2 million payment to ~~working capital improvements.~~

terminate certain interest rates swaps, partially offset by lower restructuring and interest payments. Included in net cash used in operating activities were the following operating cash outflows:

	Three Months Ended							Six Months Ended
	March 31,							June 30,
	2021		2020		$ Change			2021		2020		$ Change
	(in millions)							(in millions)
Income tax payments, net of tax refunds	$	9.3	$	6.1	$	3.2		$	25.7	$	11.4	$	14.3
Interest payments		22.9		23.5		(0.6	)		54.6		67.8		(13.2	)
Performance-based compensation payments		39.0		27.5		11.5			56.6		41.4		15.2
Restructuring and MEPP payments		12.3		11.8		0.5
Restructuring payments									16.5		34.5		(18.0	)
Payments on interest rate swap terminations									9.2		—		9.2
Pension and other postretirement benefits plan contributions		1.9		4.0		(2.1	)		2.6		4.2		(1.6	)
LSC bankruptcy related payments		9.4		—		9.4
LSC bankruptcy related payments including MEPP									23.9		—		23.9

Significant cash (outflows) inflows included in investing and financing activities for each period were as follows:

	Three Months Ended									Six Months Ended
	March 31,									June 30,
	2021			2020			$ Change			2021			2020			$ Change
	(in millions)									(in millions)
Capital expenditures	$	(13.0	)	$	(17.7	)	$	4.7		$	(29.9	)	$	(38.1	)	$	8.2
Proceeds from sale of investments and other assets		2.4			2.9			(0.5	)
Proceeds from issuances of long-term debt											451.1			—			451.1
Proceeds from sale of property, plant and equipment											7.5			4.7			2.8
Disposition of businesses		(0.8	)		12.9			(13.7	)		(1.4	)		16.1			(17.5	)
Payments of current maturities and long-term debt		(1.4	)		(58.7	)		57.3			(444.6	)		(152.7	)		(291.9	)
Net borrowings under credit facilities		—			408.0			(408.0	)		30.0			368.0			(338.0	)
Dividends paid		—			(2.1	)		2.1			—			(2.1	)		2.1

Proceeds from disposition of businesses in 2020 principally reflect the sale of the Courier Logistics business.

Proceeds from issuances of long-term debt during the six months ended June 30, 2021 reflects the issuance of $450 million of 6.125% senior secured notes due 2026 during the second quarter. Payments of current maturities and long-term debt in the first ~~quarter~~half of 2021 primarily reflects the repayment of $387.6 million of principal on the Term Loan and the repayment of $55.6 million of the debentures that matured on April 15, 2021. Payments of current maturities and long-term debt in the first half of 2020 ~~represents~~represent repurchases of outstanding debt with maturities from 2020 to 2024 along with the repayment of the remaining balance of the notes that matured on June 15, 2020. We had no$30 million of borrowings ~~outstanding~~ under our ABL Credit Facility at the end of the ~~first~~second quarter of 2021. In the first ~~quarter~~half of 2020, we increased our borrowings under the ABL Credit Facility to retain financial flexibility in light of the emerging COVID-19 pandemic.

Cash and cash equivalents of ~~$261.6~~$237.2 million as of ~~March 31,~~June 30, 2021 included ~~$24.1~~$24.3 million in the U.S. and ~~$237.5~~$212.9 million at international locations. Included in Cash and cash equivalents at ~~March 31,~~June 30, 2021 were ~~$24.6~~$23.4 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. We maintain cash pooling structures that enable participating international locations to draw on our international cash resources to meet local liquidity needs. Foreign cash balances may be loaned from certain cash pools to U.S. operating entities on a temporary basis in order to reduce our short-term borrowing costs or for other purposes. ~~In future years,~~ Aass a result of the Tax Act, we have ~~further~~ opportunities to repatriate foreign cash, primarily generated from current year earnings, in a tax efficient manner.

The current availability under the ABL Credit Facility as of ~~March 31,~~June 30, 2021 is shown in the table below:

	March 31, 2021		June 30, 2021
Availability	(in millions)		(in millions)
Borrowing base	$	575.3	$	555.3

Usage
Borrowings under the ABL Credit Facility	$	—	$	30.0
Outstanding letters of credit		63.3	$	63.3

Current availability at March 31, 2021	$	512.0
Current availability at June 30, 2021			$	462.0
Cash and cash equivalents		261.6		237.2
Total available liquidity ^(a)	$	773.6	$	699.2

The failure of a financial institution supporting the ABL Credit Facility would reduce the size of our committed facility unless a replacement institution was added. At ~~March 31,~~June 30, 2021, the ABL Credit Facility was supported by eight U.S. financial institutions.

On March 10, 2021, Moody’s Investors Service changed our outlook to stable from negative and affirmed our ratings. On March 18, 2021, Standard & Poor’s changed our outlook to stable from negative and affirmed our ratings.

On April 16, 2021, we amended the ABL Credit ~~Agreement~~Facility to, among other things, ~~reduce the aggregate commitments under the ABL Credit Facility from $800 million to $650 million~~ ~~and~~ extend the maturity date from September 29, 2022 to April 16, ~~2026.~~

~~On April 28, 2021, we completed an offering of~~ ~~$400~~2026 and reduce the aggregate commitments from $800 million aggregate principal amount of 6.125% senior secured notes due 2026 (the “2026 Notes”). The 2026 Notes are general senior secured obligations of the Company and will be guaranteed by our domestic, wholly-owned subsidiaries that guarantee the Company’s Term Loan and ABL Credit Facility.

~~The Company used the net proceeds from the 2026 Notes offering~~ to ~~repay approximately $338~~$650 million aggregate principal amount outstanding under the Term Loan, with the remainder to repay a portion of the borrowings under the ABL Credit Facility and for general corporate purposes. We also intend to terminate $300 million of interest rate swaps related to the Term Loan, and expect to record approximately $9 million in expenses associated with the termination during the second quarter of 2021..

During the fourth quarter of 2017, we entered into an agreement to sell a printing facility in Shenzhen, China and transfer the related land use rights. As of ~~March 31,~~June 30, 2021, we have received deposits in accordance with the terms of the agreement of approximately $123.3 million. These deposits are recorded in Other noncurrent liabilities on the Condensed Consolidated Balance Sheets. In accordance with the agreement, additional scheduled deposits are required to be paid to us with the final payment due in 2022. The ~~buyer continues~~closing date of the final sales transaction is uncertain at this time due to ~~work to obtain~~ the ~~necessary approvals from~~uncertainty around the timing of the regulatory process including government ~~regarding their plans to redevelop the site.~~approvals. Gross proceeds from the sale are expected to be approximately $250.0 million, subject to changes in the exchange ~~rate,~~rate.~~and we expect the transaction to close in 2022 after closing conditions are satisfied and government approvals are obtained.~~ ~~Our contract with the buyer requires them to pay the final installment in 2022 even if the government’s approval is further delayed.~~ If the buyer fails to comply with terms of the agreement or terminates for any reason, we are entitled to retain 30% of the purchase price as liquidated damages. As of ~~March 31,~~June 30, 2021, the carrying cost of the building and land use rights is recorded in Other noncurrent assets and is not material.

On April 6, 2020, the Board of Directors of the Company made a decision to suspend all dividends payments as part of the Company’s response to the COVID-19 pandemic. ~~See Item 2~~. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations, Executive Overview, Response to COVID-19~~ ~~Section for further discussion.~~

We are exposed to interest rate risk on our variable debt and price risk on our fixed-rate debt. Including the effect of the floating-to-fixed interest rate swaps (see Note 16, Derivatives, to the Condensed Consolidated Financial Statements), approximately ~~91.0%~~95.0% of our outstanding debt was comprised of fixed-rate debt as of ~~March 31,~~June 30, 2021.

We assess 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 ~~March 31,~~June 30, 2021 and December 31, 2020 by approximately ~~$20.7~~$30.7 million and $23.7 million, respectively.

We are exposed to the impact of foreign currency fluctuations based on our global operations. Foreign currency fluctuations affect the U.S. dollar value of revenues earned and expenses incurred in foreign currencies. We are also exposed to currency risk to the extent we own assets or incur liabilities, or enter into other transactions that are not in the functional currency of the subsidiary in which we operate. We employ different practices to manage these risks, including where appropriate the use of derivative instruments, such as foreign currency forwards. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the aggregate notional amount of outstanding foreign currency contracts was approximately ~~$363.3~~$268.7 million and $220.7 million, respectively (see Note 16, Derivatives, to the Condensed Consolidated Financial Statements). The net unrealized ~~loss~~gain from these foreign currency contracts ~~were $3.3~~was $1.9 million at ~~March 31,~~June 30, 2021 and ~~the net unrealized gain was~~ $3.6 million at December 31, 2020. We do not use derivative financial instruments for trading or speculative purposes.

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

Recently issued accounting standards and their estimated effect on our condensed consolidated financial statements are described in Note 17, New Accounting Pronouncements, to the Condensed Consolidated Financial Statements.

This Quarterly Report on Form 10-Q and any documents incorporated by reference contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on our beliefs and assumptions. Generally, forward-looking statements include information concerning our possible or assumed future actions, events, or results of operations. 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 and their negative variations. We claim 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 factors identified below are believed to be significant factors, but not necessarily all of the significant factors, that could cause actual results to differ materially from those expressed in any forward-looking statement. Unpredictable or unknown factors could also have material effects on us.

The following important factors, in addition to those discussed elsewhere in this Quarterly Report on Form 10-Q and under the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, could affect our future results 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. There may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. 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 our current plans, estimates and beliefs. We undertake 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 our market risk since December 31, 2020. For a discussion of exposure to market risk, refer to Part II, Item 7A – Quantitative and Qualitative Disclosures about Market Risk, set forth in our 2020 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 ~~March 31,~~June 30, 2021, 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 ~~March 31,~~June 30, 2021 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.

There were no changes in our 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 ~~March 31,~~June 30, 2021 that had materially affected, or were reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the impact of the COVID-19 pandemic on our internal controls to ensure they remain effective.

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

There is no material change in the information reported under "Part 1 -Item 1A Risk Factors" contained in our annual Report on Form 10-K for the fiscal year ended December 31, 2020.

There were no issuer purchases of equity securities during the three months ended ~~March 31,~~June 30, 2021.

The ABL Credit Agreement and Term Loan Credit Agreement contain customary affirmative and negative covenants including negative covenants restricting, among other things, our ability to incur debt, make investments, make certain restricted payments (including payments on certain other debt and external dividends), incur liens securing other debt, consummate certain fundamental transactions, enter into transactions with affiliates and consummate asset sales.

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)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RRD	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

Large Accelerated filer	☐	Accelerated filer	☒

Non-Accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

		Page
	PART I

Item 1.	Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2123
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3035
Item 4.	Controls and Procedures	3035

	PART II

Item 1.	Legal Proceedings	3136
Item 1A.	Risk Factors	3136
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3136
Item 6.	Exhibits	3237

Signatures		3338

	Contract Liabilities
	Short-Term
Balance at December 31, 2020	$15.6
Balance at June 30, 2021	$11.9


4.1		Indenture, dated as of April 28, 2021, among R.R. Donnelley & Sons Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 29, 2021).

4.2		Form of 6.125% Senior Secured Notes due 2026 (included in Exhibit 4.1).

4.3		Supplemental Indenture No. 1, dated as of May 10, 2021, among R.R. Donnelley & Sons Company, the subsidiary guarantors party thereto, solely for the purposes of Article III, Section 4.1, Section 4.7, Section 4.8 and Section 4.13 of Supplemental Indenture No. 1, RRD Netherlands LLC, as specified pledgor, and U.S. Bank National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed May 11, 2021).

4.4		Second Amendment to Rights Agreement, dated as of May 17, 2021, between R. R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 18, 2021).

10.1		Amendment No. 2 to Credit Agreement, dated as of April 16, 2021, among R. R. Donnelley and Sons Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 19, 2021).

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

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

32.1**		Certification by Daniel L. Knotts, President and Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code

32.2**		Certification by Terry D. Peterson, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

R.R. DONNELLEY & SONS COMPANY

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