Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

ANNUAL REPORT

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One):

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].

For the plan year ended December 31, 2012

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the transition period from                      to                     

Commission file number 1-4694

 

 

 

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

RR Donnelley Savings Plan

 

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

R.R. Donnelley & Sons Company

111 S. Wacker Drive

Chicago, Illinois 60606-4301

REQUIRED INFORMATION

Attached hereto are the RR Donnelley Savings Plan audited financial statements for the fiscal years ended December 31, 2012 and 2011, and supplemental schedule of assets held (at end of year) for the fiscal year ended December 31, 2012. All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because the conditions under which they are required are not present.

 

 

 

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Table of Contents

RR Donnelley Savings Plan

December 31, 2012 and 2011

Index

 

		Page
Report of Independent Registered Public Accounting Firm			1
Baker Tilly Virchow Krause, LLP – RR Donnelley Savings Plan as of December 31, 2012 and 2011
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011			2
Statements of Changes in Net Assets Available for Benefits for the years ended December  31, 2012 and 2011			3
Notes to Financial Statements			4-14
Supplemental Schedule H, line 4(i) – Schedule of Assets (Held at End of Year)			15-31
Signatures			32
Index to Exhibits			33
23.1 Consent of Baker Tilly Virchow Krause, LLP – RR Donnelley Savings Plan as of December 31, 2012

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Administrator of the

RR Donnelley Savings Plan

Chicago, Illinois

We have audited the accompanying statements of net assets available for benefits of RR Donnelley Savings Plan (the “Plan”) as of December 31, 2012 and 2011 and the related statements of changes in net assets available for benefits for the years ended December 31, 2012 and 2011. These financial statements are the responsibility of the Plan’s Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011 and the changes in net assets available for benefits for the years ended December 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of RR Donnelley Savings Plan, as listed in the accompanying table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s Administrator. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Baker Tilly Virchow Krause, LLP

Chicago, Illinois

June 14, 2013

 

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RR DONNELLEY SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2012 AND 2011

(EMPLOYER IDENTIFICATION NUMBER 36-1004130, PLAN NUMBER 003)

 

		2012				2011
ASSETS
Plan investments in RR Donnelley Savings Plan Master Trust, at fair value		$	—			$	2,089,758,583
Plan investments at fair value			2,256,116,647				—
Notes receivable from participants			49,144,880				51,446,798
Total assets			2,305,261,527				2,141,205,381
LIABILITIES
Accrued expenses and other liabilities			226,777				2,836,695
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE			2,305,034,750				2,138,368,686
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(20,153,978	)			(15,848,693	)
NET ASSETS AVAILABLE FOR BENEFITS		$	2,284,880,772			$	2,122,519,993

The accompanying notes are an integral part of these financial statements

 

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RR DONNELLEY SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

(EMPLOYER IDENTIFICATION NUMBER 36-1004130, PLAN NUMBER 003)

 

 

		2012				2011
ADDITIONS TO NET ASSETS:
Investment income
Interest income on notes receivable from participants		$	2,043,180			$	2,300,503
Dividend income			34,012,210				29,933,365
Net appreciation in fair value of investments			180,701,758				—
Total investment income			216,757,148				32,233,868
Contributions
Employer contributions			30,800,337				73,766
Participant contributions			110,780,025				101,242,259
Rollover contributions			2,641,693				76,762,009
Total contributions			144,222,055				178,078,034
Total additions			360,979,203				210,311,902
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants			195,952,021				163,665,967
Administrative expenses			2,666,403				3,637,760
Plan interest in net investment loss from RR Donnelley Savings Plan Master Trust			—				30,159,088
Total deductions			198,618,424				197,462,815
Net increase before transfers			162,360,779				12,849,087
Net transfer from Bowne Savings Plan			—				3,416,815
Net increase after transfers			162,360,779				16,265,902
NET ASSETS, BEGINNING OF YEAR			2,122,519,993				2,106,254,091
NET ASSETS, END OF YEAR		$	2,284,880,772			$	2,122,519,993

The accompanying notes are an integral part of these financial statements

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

NOTE 1 – PLAN DESCRIPTION

The following description of the RR Donnelley Savings Plan (the “Plan”) is provided for general information purposes only. The Plan is a defined contribution plan sponsored by R. R. Donnelley & Sons Company (the “Company”) designed to allow eligible employees to save for retirement on a tax-advantaged basis. The Plan is intended to qualify as a cash or deferred arrangement under Section
401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), and is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The description covers current Plan provisions, except as specifically noted otherwise. For more complete information, refer to the Summary Plan Description and the Plan document, including any modifications and amendments thereto.

Administration

The Plan is administered by the Plan’s Benefits Committee and its delegates. In 2011 Plan assets were held in the RR Donnelley Savings Plan Master Trust (the “Trust”). Effective January 1, 2012 the Trust was amended resulting in it not being administered as a Master Trust during 2012. The Bank of New York Mellon (the “Trustee”) is the trustee of the Trust and custodian of the Plan’s assets, other than with respect to assets invested through the self-directed brokerage accounts. Charles Schwab & Co., Inc is the custodian of assets invested through the self-directed brokerage accounts. Administrative and record keeping services are provided by Aon Hewitt, LLC.

Administrative Expenses

Administrative expenses paid by the Plan include recordkeeping fees, investment consulting fees, investment management fees, and most other administrative fees, including various printing and postage charges. Expenses paid by the Company include audit fees, legal fees, and some other administrative fees.

Eligibility

Generally, all employees of the Company and its U.S. subsidiaries are eligible to become Plan members (“participants”), unless they are part of a bargaining unit that does not participate in the Plan. Except with respect to certain contingent employees, eligible employees are not required to satisfy any service or age requirements to participate in the Plan and, accordingly, become eligible to participate in the Plan on their first day of employment with the Company or one of its participating affiliates. Elections to participate in the Plan are effective as soon as administratively practicable. Automatic enrollment provisions under the Plan became effective January 1, 2012. Generally, employees not actively participating in the Plan effective November 30, 2011 were automatically enrolled on January 1, 2012, and employees hired on or after December 1, 2011 are automatically enrolled 30 days after being hired, in each case unless the employee opted, or opts, out of automatic enrollment or elected, or elects, to be enrolled earlier. Individuals who are automatically enrolled make contributions on a before-tax basis equal to 3% of eligible compensation.

Contributions

Eligible employees may elect to make before-tax, after-tax and Roth 401(k) contributions under the Plan. Subject to certain limitations, the contribution election percentages allowed are from 1%-85% of eligible compensation for before-tax, after-tax and Roth 401(k) contributions, and the total of all elections cannot exceed 85% of eligible compensation. Before-tax, after-tax and Roth 401(k) contributions are funded by payroll deductions and must be made in whole percentages of employee eligible earnings, although contributions designated as “catch-up” contributions must be designated in full dollar amounts. Participants can change contribution elections at any time. Earnings of the Plan attributable to before-tax, after-tax and matching contributions, as well as such before-tax contributions and matching contributions to the Plan, generally are not taxable to the participants until withdrawn.

Effective during fiscal year 2012, the Company made matching contributions equal to 40% of a participant’s before-tax and Roth
401(k) contributions on up to 6% of eligible compensation each payroll period. The per payroll period matching contributions ceased effective December 31, 2012. The Company did not make any matching contributions during the 2011 Plan year, except for participants entitled to such contributions pursuant to collective bargaining agreements. In addition, the Plan permits the Company to provide a discretionary matching contribution to certain employees. The Company did not make any such discretionary matching contributions for the 2011 or 2012 Plan years. Matching contributions, when made, are contributed to the Plan in cash and invested according to the participant’s investment elections.

Employees may also roll over amounts to the Plan that were distributed from certain types of retirement plans and accounts.

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 1 – PLAN DESCRIPTION (continued)

 

Vesting

Participants are always 100% vested in their before-tax, after-tax, Roth 401(k) and rollover contributions and investment earnings thereon. Except with respect to certain members of collective bargaining units, participants first hired before January 1, 2012 are always 100% vested with respect to matching and discretionary matching contributions (and earnings thereon), whereas participants first hired on or after January 1, 2012 do not become vested in such matching and discretionary matching contributions (and earnings thereon) until they have earned three years of service under the Plan, at which time they are 100% vested in such contributions and earnings. Different vesting rules apply to contingent employees.

Notes Receivable from Participants

Participants are permitted to borrow up to the lesser of 50% of their vested before-tax, after-tax, Roth 401(k), matching and rollover account balance, or $50,000, reduced by the highest outstanding loan balance in the last 12 months. The minimum loan amount is $1,000. Subject to certain exceptions for historical loans and loans originated under other plans, participants are allowed only one outstanding loan at any time and the maximum loan repayment period is four and a half years. The loans are secured by the balance in the participants’ accounts and bear interest at a rate equal to 1% over the prime rate, as published in the Wall Street Journal. The interest rate for the loans outstanding as of December 31, 2012 ranged from a low of 4% to a high of 10.50%. The participant pays an administrative fee of $100 to the Plan’s recordkeeper, Aon Hewitt, LLC, at the inception of the loan.

Benefit Payments and Withdrawals

A participant’s account balance may be distributed on retirement or other termination of employment. Distributions may be made in the form of lump sum distribution of all or a portion of the participant’s account, or in installment payments. Amounts invested in the TRASOP Fund may be distributed in the form of shares of Company stock. All other payments are made in cash.

A participant may withdraw his or her after-tax contributions and rollover contributions, and the value of the participant’s Fund B account, if any, at any time, and may withdraw an amount from his or her vested account (other than his or her TRASOP Account) while he or she is still employed if he or she incurs a financial hardship, or has attained age 59.5. A participant may withdraw all or part of his or her before-tax or Roth 401(k) contributions if he or she is performing service in the uniformed services while on active duty for more than 30 days. A participant may withdraw any portion of his or her vested account after attaining age 70.5, and will be required to begin taking distributions upon the later of his or her attainment of age 70.5 or termination of employment.

Investment Options

Participants are permitted to direct how their account balance under the Plan is invested. Subject to certain restrictions, participants can change investment elections on a daily basis. Generally, participants may invest up to 20% of their account balance and up to 20% of their current contributions in the RR Donnelley Stock Fund, and may shift their contributions into and out of the RR Donnelley Stock Fund at any time. As of December 31, 2012, the following investment options were offered under the Plan:

Core Investment Funds— investment funds that invest in different asset classes, such as fixed income funds, bond funds, stock funds, and funds that invest in alternative investments. Examples offered under the Plan as of December 31, 2012 include the following funds: stable value, fixed income index, fixed income core plus, Treasury inflation protected securities index, large cap core index, large cap value, large cap growth, small cap core index, small cap value, small-mid cap growth, international core index, international equity core plus, emerging markets index, real estate investment trust, and diversified real asset.

Target Date Funds— mix of investments in core investment funds that automatically reduce their level of equity risk over time and target retirement at age 65.

Conservative Income Fund— a conservative portfolio comprised of a mix of investments in core investment funds with equity risk maintained lower than any Target Date Fund.

RR Donnelley Stock Fund and TRASOP Fund— unitized funds that invest primarily in shares of common stock of the Company and hold a certain percent of assets in cash-equivalents for liquidity purposes. Due to investments in cash—equivalents, the RR Donnelley Stock Fund and the TRASOP Fund may not reflect the exact performance of Company stock over any given time period. The TRASOP Fund has been considered an “employee stock ownership plan” during all periods covered by these financial statements. Effective April 2013, the RR Donnelley Stock Fund is also considered an “employee stock ownership plan.” Dividends paid on the shares of Company stock held in the TRASOP Fund have historically been passed through and paid out to participants, whereas dividends paid on the RR Donnelley Stock Fund have been reinvested in the fund. The TRASOP Fund is closed to new investments.

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 1 – PLAN DESCRIPTION (continued)

 

Self-Directed Brokerage Account— participants may invest a portion of their account balance under the Plan in investment options not otherwise offered under the Plan, such as certain mutual funds, stocks, or bonds, by directing such portion of their account balance to be invested through the self-directed brokerage account offered under the Plan.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The accounts of the Plan are maintained on the accrual basis of accounting. The Plan has evaluated subsequent events through June 14, 2013, which is the date that the financial statements were approved and available to be issued, for events requiring recording or disclosure in the Plan’s financial statements.

Reclassifications

Certain amounts previously reported have been reclassified to conform to the current-year presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 6 for discussion of fair value measurements, including details on inputs, valuation techniques and fair value level within the fair value hierarchy.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Net appreciation or depreciation of investments included in the accompanying Statement of Changes in Net Assets available for Benefits includes realized gains or losses from the sale of investments and unrealized appreciation or depreciation in fair value of investments. Net unrealized appreciation or depreciation in the fair value of investments represents the net change in the fair value of the investments held during the period. The net realized gains or losses on the sale of investments represents the difference between the sale proceeds and the fair value of the investment as of the beginning of the period or the cost of the investment if purchased during the year.

Plan Distributions

Benefit payments to participants are recorded upon distribution. The Trustee uses a distribution account to make all benefit payments. Amounts are transferred from the participant’s investment fund(s) to this account as directed by the Plan administrator.

Risks and Uncertainties

The Plan provides various options for investing in securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”), which amends the definition of fair value measurement principles and disclosure requirements to eliminate differences between U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 requires new quantitative

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

and qualitative disclosures about the sensitivity of recurring Level 3 measurement disclosures, as well as transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 was effective for the Plan for the year ended December 31, 2012 and did not have a material impact on the Plan’s Statements of Net Assets Available for Benefits or the Plan’s disclosures.

NOTE 3 – PLAN MERGERS/BATCH ROLLOVERS

The Plan did not merge with any other plan during 2012 or 2011. However, employees with account balances in the terminated Bowne Savings Plan were permitted to roll over their account balances from the Bowne Savings Plan into the Plan commencing on December 31, 2010. A batch rollover of some of those account balances was effective on January 27, 2011, in the amount of $74,917,093, which included $71,542,053 in rollovers, $3,416,815 of participant loans, and accrued interest from the Bowne Savings Plan.

NOTE 4 – INVESTMENT IN RR DONNELLEY SAVINGS PLAN

Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Statements of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statements of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The amounts relating to the investment contract fair value, and related adjustment, are broken out in the Statements of Net Assets Available for Benefits.

Effective January 1, 2012 the Trust was amended resulting in it not being administered as a Master Trust during 2012. Interest and dividends, along with net appreciation (depreciation) in the fair value of investments, are accounted for on a daily basis based upon the Plan’s participation in the various investment funds and portfolios.

The following table presents the net assets held by the Plan at December 31, 2012 and 2011:

 

		2012				2011
Investments at fair value:
Collective trust funds		$	1,128,634,628			$	1,012,282,670
U.S. equity securities			376,482,431				413,290,293
Fixed income securities			347,785,652				262,837,097
Mutual funds			213,540,667				150,971,120
Non-U.S. equity securities			121,533,221				165,320,267
Self-directed brokerage account			59,037,173				49,931,914
			2,247,013,772				2,054,633,361
Cash and money market funds			8,698,648				32,937,411
Contributions and other receivables			404,227				2,187,811
Total investments*			2,256,116,647				2,089,758,583
Accrued expenses and other liabilities			226,777				2,836,695
Net assets at fair value			2,255,889,870				2,086,921,888
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(20,153,978	)			(15,848,693	)
Net assets		$	2,235,735,892			$	2,071,073,195

 

*	Total investments in 2011 were administered as a Master Trust.

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 4 – INVESTMENT IN RR DONNELLEY SAVINGS PLAN (continued)

 

Investment income (loss) of the Plan for the years ended December 31, 2012 and 2011, is summarized as follows:

 

		2012				2011
Net appreciation (depreciation) in fair value of investments:
Collective trust funds		$	76,255,123			$	20,566,272
U.S. equity securities			46,993,913				(18,743,964	)
Mutual funds			28,603,745				(6,033,004	)
Non-U.S. equity securities			18,758,920				(26,781,636	)
Fixed income securities			10,090,057				833,244
Investment income (loss)		$	180,701,758			$	(30,159,088	)

Dividends and interest income for the Plan was $34,012,210 and $29,933,365 for the years ended December 31, 2012 and 2011.

The fair values of the Plan’s investments that represent 5% or more of the Plan’s net assets, at December 31, 2012 and 2011, are summarized as follows:

 

		2012				2011
Wells Fargo Fixed Income Fund A		$	123,350,803			$	117,258,178
Wells Fargo Fixed Income Fund F			210,948,446				198,958,618
Wells Fargo Fixed Income Fund L			123,082,433				122,251,339
Vanguard Large Cap Core Index			247,192,100				192,550,576

Lending of Portfolio Securities

To generate additional income, a fund may lend a percentage of its investment securities to approved institutional borrowers who need to borrow securities provided a number of conditions are satisfied, including that the loan is fully collateralized in the form of cash or U.S. government securities. Each loan is initially collateralized, in the case of: (a) loaned securities denominated in U.S. dollars or whose primary trading market is located in the U.S. to the extent of 102% of the market value of the loaned securities, or (b) loaned securities not denominated in U.S. dollars or whose primary trading market is not located in the U.S. to the extent of 105% of the market value of the loaned securities.

By lending its investment securities, a fund attempts to increase its net investment income through the receipt of interest on the loan. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would belong to a fund. Each investment option within the Plan that participates in the program receives its pro-rata share of the income or loss earned by the collateral investment fund monthly and is reflected in the calculation of the investment option’s net asset value (NAV). Per review of the securities lending transactions with all parties involved, there are not any material transactions or potentially material transactions outstanding on the Plan’s Statements of Net Assets Available for Benefits for each reporting period.

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 5 – GALLIARD STABLE VALUE FUND

The Plan assets entered into benefit-responsive investment contracts via investment in the Galliard Stable Value Fund (“the Fund”).

The Fund primarily invests in security-backed contracts issued by insurance companies and other financial institutions. A security-backed contract is an investment contract issued by an insurance company or other financial institution, backed by a portfolio of bonds that are owned by the Fund. The portfolio underlying the contract is maintained separately from the contract issue’s general assets, usually by a third party custodian. These contracts typically allow for realized and unrealized gains and losses on the underlying assets to be amortized, usually over the duration of the underlying investments, through adjustment to the future interest crediting rate, rather than reflected immediately in the net assets of the Fund. The security-backed contracts are designed to reset their respective crediting rates on a quarterly basis and cannot credit an interest rate that is less than 0%. The issuer guarantees that all qualified participant withdrawals will be at contract value.

Risks arise when entering into any investment contract due to the potential inability of the issuer to meet the terms of the contract. In addition, security-backed contracts have the risk of default or the lack of liquidity of the underlying portfolio assets.

The credit risk of each issuer is evaluated and monitored through Galliard’s credit analysis, and the underlying portfolio assets are rated investment grade at the time of purchase.

The primary variables impacting the future crediting rates of security-backed contracts include:

 

•

The current yield of the assets underlying the contract;

 

•

The duration of the assets underlying the contract; and

 

•

The existing difference between the fair value and contract value of the assets within the contract.

The yield earned by the Galliard Fund at December 31, 2012 and 2011 was 1.09% and 1.78%, respectively. This represents the annualized earnings of all investments in the Fund, including the earnings recorded at the underlying collective trust funds, divided by the fair value of all investments in the Fund at December 31, 2012, or 2011, as applicable.

The yield earned by the Fund with an adjustment to reflect the actual interest rate credited to participants in the Fund at December 31, 2012 and 2011, was 2.45% and 2.84%, respectively. This represents the annualized earnings credited to participants in the Fund divided by the fair value of all investments in the Fund at December 31, 2012, or 2011, as applicable. The crediting rate of security-backed contracts will track current market yields on a trailing basis. The rate reset allows the contract value to converge with the fair value of the underlying portfolio over time, assuming the portfolio continues to earn the current yield for a period of time equal to the current portfolio duration.

To the extent that the underlying portfolio of a security-backed contract has unrealized and/or realized losses, a positive adjustment is made to the adjustment from fair value to contract value under contract value accounting. As a result, the future crediting rate may be lower over time than the then-current market rates. Similarly, if the underlying portfolio generates unrealized and/or realized gains, a negative adjustment is made to the adjustment from fair value to contract value, and the future crediting rate may be higher than the then-current market rates. The adjustment from fair value to contract value for fully benefit-responsive investment contracts was ($20,153,978) and ($15,848,693) for the periods ended December 31, 2012 and 2011, respectively.

Security-backed contracts generally provide for withdrawals associated with certain events which are not in the ordinary course of Fund operations and are paid with a market value adjustment. Events that may trigger a market value adjustment can include the following:

 

•

Material amendments to the Fund’s structure or administration;

 

•

Changes to the participating plans’ competing investment options including the elimination of equity wash provisions;

 

•

Complete or partial termination of the Fund, including merger with another fund;

 

•

The failure of the Fund to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA;

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 5 – GALLIARD STABLE VALUE FUND (continued)

 

•

The redemption of all or a portion of the interests in the Fund held by a participating plan including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the participating plan, the closing or sale of a subsidiary, employing unit, or affiliate, the bankruptcy or insolvency of a plan sponsor, the merger of the plan with another plan, or the plan sponsor’s establishment of another tax qualified defined contribution plan;

 

•

Any change in law, regulation, ruling, administrative or judicial position, or accounting requirement, applicable to the Funds or participating plans; and

 

•

The delivery of any communication to plan participants designed to influence a participant not to invest in the Fund.

At this time, the Fund does not believe that the occurrence of any such market value event, which would limit the Fund’s ability to transact at contract value with participants, is probable.

Participants may redeem their shares at any time at contract value. However, there is a 90 day equity wash restriction for transfers from the Stable Value Fund to the Schwab PCRA (Brokerage) option.

NOTE 6 – FAIR VALUE MEASUREMENTS

Various inputs are used in determining the fair value of the Plan’s investments. These inputs are categorized in the three tier value hierarchy, which prioritizes valuation methodology based on the reliability of inputs, as listed below:

Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of the input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description by major asset categories of the valuation methodologies and levels used for determining fair value. There have been no changes in the methodology used at December 31, 2012 and 2011.

Cash and other assets – Carrying value approximates fair value. Cash and other assets are classified as Level 1.

Collective trust funds – Collective trust funds are priced using the NAV, and are considered Level 2. The net asset value is deemed appropriate as these funds do not have finite lives, unfunded commitments relating to these types of investments, or significant restrictions on redemptions. The investments include the Galliard Stable Value Fund as discussed in Note 5. Prices for government, agency, municipal, corporate mortgage backed, and asset backed securities of the Fund are primarily obtained from independent pricing services. These prices are based on observable market data for the same or similar securities, including quoted prices in markets that are not active, or internal matrix pricing models or other similar techniques that use observable market inputs, such as benchmark yields, expected prepayment speeds and volumes, and issuer ratings.

Fixed income securities – Fixed income securities are typically priced based on a valuation model rather than a last trade basis and are not exchange-traded. These valuation models involve utilizing dealer quotes, analyzing market information, estimating prepayment speeds and evaluating underlying collateral. Accordingly, the Company classified these fixed income securities as Level 2.

Mutual funds – Valued at the NAV of shares held by the Plan at year end. NAV is derived by the quoted prices of underlying investments. All funds that are separately managed and not traded on an exchange are classified as Level 2.

Equity securities – The values of individual equity securities were based on quoted prices in active markets. As such, these assets are classified as Level 1. This includes all U.S. and Non-U.S. equity securities, the Company Stock Fund and the TRASOP fund. The individually managed self-directed brokerage accounts are also classified as Level 1 since the underlying investments are actively traded on the market or exchange.

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 6 – FAIR VALUE MEASUREMENTS (continued)

 

The valuation methodologies described above may generate a fair value calculation that may not be indicative of net realizable value or future fair values. While the Plan believes the valuation methodologies used are appropriate, the use of different methodologies or assumptions in calculating fair value could result in different amounts. The Plan invests in various assets in which valuation is determined by NAV. The Plan believes that the NAV is representative of fair value at the reporting date, as there are no significant restrictions on redemption of these investments or other reasons to indicate that the investment would be redeemed at an amount different than the NAV.

The fair values of the Plan’s assets as of December 31, 2012 and 2011 were as follows:

 

Asset Category		Level 1				Level 2				Level 3				Total as of December  31, 2012
Investments at Fair Value:
Cash and Other		$	9,102,875			$	—			$	—			$	9,102,875
Collective Trust Funds
Fixed Income Securities			—				593,681,076				—				593,681,076
International Core Index Fund			—				111,277,635				—				111,277,635
Large Cap Core Index Fund			—				247,192,099				—				247,192,099
Treasury Inflation Protected Securities Fund			—				101,368,204				—				101,368,204
Small Cap Fund			—				75,115,614				—				75,115,614
Total Collective Trust Funds			—				1,128,634,628				—				1,128,634,628
Fixed Income Securities			—				347,785,652				—				347,785,652
Mutual Funds
Diversified Real Asset Fund			—				39,610,586				—				39,610,586
Real Estate Investment Trust Fund			—				49,327,629				—				49,327,629
Small Cap Fund			—				80,929,970				—				80,929,970
Emerging Markets Fund							43,672,482				—				43,672,482
Total Mutual Funds							213,540,667				—				213,540,667
Non-U.S. Equity Securities			121,533,221				—				—				121,533,221
U.S. Equity Securities			376,482,431				—				—				376,482,431
Self-Directed Brokerage Account
Cash Equivalents			13,323,383				—				—				13,323,383
Common Stock			27,800,207				—				—				27,800,207
Corporate Obligations			263,236				—				—				263,236
Mutual Funds			12,203,228				—				—				12,203,228
Preferred Stock			1,041,913				—				—				1,041,913
Unit Investment Trusts			4,405,206				—				—				4,405,206
Total Self-Directed Brokerage Account			59,037,173												59,037,173
Total Assets at Fair Value		$	566,155,700			$	1,689,960,947			$	—			$	2,256,116,647

 

11

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 6 – FAIR VALUE MEASUREMENTS (continued)

 

Asset Category		Level 1				Level 2				Level 3				Total as of December 31, 2011
Investments at Fair Value:
Cash and Other		$	35,125,222			$	—			$	—			$	35,125,222
Collective Trust Funds
Fixed Income Securities			—				575,053,873				—				575,053,873
International Core Index Fund			—				74,695,783				—				74,695,783
Large Cap Core Index Fund			—				192,563,032				—				192,563,032
Treasury Inflation Protected Securities Fund			—				84,250,116				—				84,250,116
Small Cap Fund			—				85,719,866				—				85,719,866
Total Collective Trust Funds			—				1,012,282,670				—				1,012,282,670
Fixed Income Securities			—				262,837,097				—				262,837,097
Mutual Funds
Diversified Real Asset Fund			—				42,634,191				—				42,634,191
Real Estate Investment Trust Fund			—				45,283,416				—				45,283,416
Small Cap Fund			—				63,053,513				—				63,053,513
Total Mutual Funds			—				150,971,120								150,971,120
Non-U.S. Equity Securities			165,320,267				—				—				165,320,267
U.S. Equity Securities			413,290,293				—				—				413,290,293
Self-Directed Brokerage Account
Cash Equivalents			9,846,216				—				—				9,846,216
Common Stock			24,263,830				—				—				24,263,830
Corporate Obligations			343,974				—				—				343,974
Mutual Funds			10,770,098				—				—				10,770,098
Preferred Stock			1,366,954				—				—				1,366,954
Unit Investment Trusts			3,340,842				—				—				3,340,842
Total Self-Directed Brokerage Account			49,931,914				—				—				49,931,914
Total Assets at Fair Value		$	663,667,696			$	1,426,090,887			$	—			$	2,089,758,583

NOTE 7 – TAX STATUS OF THE PLAN

The Plan obtained its latest determination letter on November 22, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code, including Sections 401(a) and 401(k) of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator, having consulted with the Plan’s counsel, believes that the Plan remains tax-exempt as of the financial statement date. A letter of request for a new determination letter was filed on December 28, 2006. The IRS delivered notice to the Plan administrator that it would not act on the 2006 filing because it was filed in advance of the applicable “cycle,” and a subsequent letter of request for a new determination letter was filed “on-cycle” on January 31, 2011.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012 and 2011, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes the Plan is no longer subject to income tax examinations for years prior to 2008.

 

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 8 – PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, the rights of the participants in their account balances will, to the extent not already vested, become 100% vested.

NOTE 9 – RELATED PARTY TRANSACTIONS

At December 31, 2012, the Plan held an aggregate of 2,428,238 units of Company common stock in the TRASOP Fund and the RR Donnelley Stock Fund, which funds are primarily invested in common shares of Company stock with an original cost of $46,642,305 and a market value of $22,766,838. At December 31, 2011, the Plan held an aggregate of 2,187,939 units of Company common stock in the TRASOP Fund and the RR Donnelley Stock Fund, which funds are primarily invested in common shares of Company stock with an original cost of $46,543,117 and a market value of $31,600,371.

These investments qualify as party-in-interest transactions. However, they are exempt from the prohibited transactions rules of ERISA. Certain plan investments are shares of mutual funds managed by the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services are with the Trustee and are party-in-interest transactions. These fees are netted against investment income for the years ended December 31, 2012 and 2011.

The Plan reimburses the Company for certain employees’ compensation and related benefit costs related to the administration of the Plan.

NOTE 10 – RECONCILIATION TO FORM 5500

The following table reconciles the financial statements to the Plan Form 5500 as filed by the Company:

 

		2012				2011
Net Assets Available for Benefits per the financial statements		$	2,284,880,772			$	2,122,519,993
Less: Participant withdrawals payable			(1,778,068	)			(2,197,938	)
Less: Deemed distributions			(229,340	)			(320,744	)
NET ASSETS AVAILABLE FOR BENEFITS PER THE FORM 5500		$	2,282,873,364			$	2,120,001,311

The following is a reconciliation of benefits paid to participants per the financial statements to the Plan Form 5500 for the years ended December 31, 2012 and 2011:

 

		2012				2011
Benefits paid to participants per the financial statements		$	195,952,021			$	163,665,967
Add: amounts allocated to withdrawing participants at December 31, 2012 and 2011, respectively			1,778,068				2,197,938
Less: amounts allocated to withdrawing participants at December 31, 2011 and 2010, respectively			(2,197,938	)			(4,312,177	)
BENEFITS PAID TO PARTICIPANTS PER THE FORM 5500		$	195,532,151			$	161,551,728

Amounts allocated to withdrawing participants are recorded on the Plan Form 5500 for withdrawals that have been processed and approved for payment prior to December 31st, but not yet paid as of that date.

 

13

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RR DONNELLEY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 and 2011

 

NOTE 11 – PLAN AMENDMENTS

The Plan was amended and restated effective January 1, 2012 to reflect certain plan design changes, including the reinstatement of a Company matching contribution (and the formula for such contributions), automatic enrollment, and a new vesting schedule as described in Note 1. In 2012, the Plan was amended to (i) provide for different automatic enrollment provisions for members of certain collective bargaining units, (ii) add service requirements and different vesting provisions for contingent employees effective November 1, 2012, (iii) provide that any discretionary matching contributions made with respect to any Plan year would be allocated to all eligible participants employed on December 31 of such year (rather than in March of the following year), and (iv) cease the per pay period matching contributions effective December 31, 2012. The Plan was amended to permit Roth 401(k) contributions effective January 1, 2011.

 

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Cash and Other
		Cash		Cash		**		$	2,161,757
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**			2,792,821
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**			1,012,496
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**			755,918
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**			447,936
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**			402,936
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**			192,555
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**			91,946
*		Plan Contributions Receivable		Plan Contributions Receivable		**			404,227
		Pending Transactions				**			840,283
		Cash and Other						$	9,102,875
		Collective Trust Funds
		SSgA U.S. Bond Index Fund		Fixed Income Securities		**		$	87,137,155
		Wells Fargo Fixed Income Fund A		Fixed Income Securities		**			123,350,803
		Wells Fargo Fixed Income Fund F		Fixed Income Securities		**			210,990,837

 

15

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Wells Fargo Fixed Income Fund L		Fixed Income Securities		**			123,191,187
		Wells Fargo Short Term Investment Fund G		Fixed Income Securities		**			50,274,376
		Pending Transactions		Fixed Income Securities		**			(1,263,282	)
		NT Collective EAFE Index Fund - Lending		International Core Index Fund		**			111,277,635
		Vanguard Employee Benefit Index Fund		Large Cap Core Index Fund		**			247,192,099
		SSgA U.S. Inflation Protected Bond Index Fund		Treasury Inflation Protected Securities		**			101,368,204
		NT Collective Russell 2000 Index Fund - Lending		Small Cap Fund		**			75,115,614
		Collective Trust Funds						$	1,128,634,628
		Fixed Income Securities
		PIMCO Short-Term Portfolio		US Regulated Short Term Funds		**		$	6,976,656
		Straight A Funding LLC		Commercial Paper - Discount		**			5,997,431
		U.S. Treasury Bill		Treasury Bills - Less Than 1Yr		**			14,976,694
		U.S. Treasury Bill		Treasury Bills - Less Than 1Yr		**			299,595
		U.S. Treasury Repo		Repurchase Agreements		**			1,400,000
		U.S. Treasury Repo		Repurchase Agreements		**			1,900,000
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**			1,016,160
		PIMCO Asset-Backed Securities Portfolio		Asset-Backed Securities Portfolio		**			7,521,737
		PIMCO U.S. Government Sector Portfolio		U.S. Government Sector Portfolio		**			51,442,834
		PIMCO Mortgage Portfolio		Mortgage Portfolio		**			107,465,741
		PIMCO Municipal Sector Portfolio		Municipal Sector Portfolio		**			3,639,107
		PIMCO Real-Return Portfolio		Real-Return Portfolio		**			48,339,433
		PIMCO Emerging Markets Portfolio		Emerging Markets Portfolio		**			10,946,638
		PIMCO International Portfolio		International Portfolio		**			27,778,879
		PIMCO High Yield Portfolio		High Yield Portfolio		**			6,694,103
		PIMCO Investment Grade Corporate Portfolio		Investment Grade Corporate Portfolio		**			53,280,338
		U.S. Treasury Note		0.750% 12/15/2013		**			502,656
		Pending Transactions		Fixed Income Securities		**			(2,392,350	)
		Fixed Income Securities						$	347,785,652
		Mutual Funds
		PIMCO Funds: All Asset Fund		Diversified Real Asset Fund		**		$	39,610,586
		DWS RREEF Real Estate Securities Fund		Real Estate Investment Trust Fund		**			49,327,629
		DFA U.S. Small Cap Value Portfolio		Small Cap Fund		**			80,929,970
		Vanguard Emerging Markets Stock Index		Emerging Markets Fund		**			43,672,482
		Mutual Funds						$	213,540,667
		Non-U.S. Equity Securities
		A P Moller - Maersk A/S		Common Stock		**		$	275,938
		A P Moller - Maersk A/S		Common Stock		**			541,994
		Abertisinfraestructuras SA		Common Stock		**			221,924
		Accenture plc		Common Stock		**			851,200

 

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Ace Limited SHS		Common Stock		**			630,420
		Adecco SA		Common Stock		**			363,390
		Adidas AG		Common Stock		**			86,726
		Advantest NPV		Common Stock		**			442,759
		Aegon NV		Common Stock		**			1,030,717
		Aeon Credit Service Co		Common Stock		**			245,510
		Ageas NV		Common Stock		**			521,741
		Agnico Eagle Mines Ltd		Common Stock		**			802,638
		Agrium Inc		Common Stock		**			1,298,830
		Aisin Seiki Co		Common Stock		**			412,856
		Ajinomoto Co Inc		Common Stock		**			370,138
		Alfresa Hldgs NPV		Common Stock		**			116,926
		Allied World Assurance Company		Common Stock		**			606,760
		Amdocs Ltd		Common Stock		**			740,982
		Amec Ord 50p		Common Stock		**			618,956
		Anheuser-Busch Inbev NV		Common Stock		**			317,998
		Arcelik Try1		Common Stock		**			4
		Arm Holdings plc		Common Stock		**			349,928
		Asahi Glass Co		Common Stock		**			224,438
		Asahi Group Holdings Ltd		Common Stock		**			420,663
		Assicurazioni Generali Eur1		Common Stock		**			956,100
		Astellas Pharma Inc		Common Stock		**			1,053,172
		Astrazeneca Ord Usd0.25		Common Stock		**			1,086,531
		Asx Ltd NPV		Common Stock		**			292,624
		Atos Eur1		Common Stock		**			97,358
		Aviva plc Gbp0.25		Common Stock		**			197,173
		Axa Eur2.29		Common Stock		**			2,158,771
		Bae Systems Ord Gbp0.025		Common Stock		**			407,552
		Baloise Holding AG		Common Stock		**			179,495
		Banco Bilbao Vizcaya		Common Stock		**			749,180
		Banco Espirito Santo SA		Common Stock		**			77,107
		Banco Santander Brasil Sa/Braz		Common Stock		**			276,136
		Barclays plc		Common Stock		**			494,746
		Bayerische Motoren Werke (BMW)		Common Stock		**			636,615
		Bayerische Motoren Werke-Prf		Common Stock		**			101,367
		BNP Paribas Eur2		Common Stock		**			688,326
		Bridgestone Co		Common Stock		**			331,806
		British American Tobacco plc		Common Stock		**			960,255

 

17

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		British Sky Brdcstg		Common Stock		**			577,873
		BT Group Ord Gbp0.05		Common Stock		**			498,364
		Burberry Group Ord Gbp0.0005		Common Stock		**			521,532
		Cap Gemini Eur8		Common Stock		**			162,460
		Carlsberg A/S		Common Stock		**			1,063,242
		Catamaran Corp		Common Stock		**			755,079
		Chiyoda Corp		Common Stock		**			482,877
		Christian Dior Eur2		Common Stock		**			223,530
		Chugai Pharmaceutical		Common Stock		**			200,492
		Cia De Bebidas Das Americas		Common Stock		**			240,267
		Citizen Holdings Co		Common Stock		**			249,877
		CNP Assurances Eur1		Common Stock		**			259,014
		Compass Group Ord Gbp0.10		Common Stock		**			488,695
		Continental AG NPV		Common Stock		**			997,158
		Core Laboratories NV		Common Stock		**			633,998
		Corio NV Eur10		Common Stock		**			95,051
		Covidien plc		Common Stock		**			1,743,748
		Cp All Pcl Thb1(Alien Market)		Common Stock		**			482,406
		Credit Agricole SA Eur3		Common Stock		**			982,871
		Credit Saison Co NPV		Common Stock		**			215,727
		Crown Limited NPV		Common Stock		**			147,066
		CSL Ord NPV		Common Stock		**			713,533
		Daicel Corp		Common Stock		**			111,479
		Daihatsu Motor Co		Common Stock		**			237,460
		Dai-Ichi Life Insurance Co Ltd		Common Stock		**			843,106
		Daiichi Sankyo Company Limited		Common Stock		**			345,541
		Daimler AG Ord NPV		Common Stock		**			570,966
		Dainippon Sumitomo Pharma Co		Common Stock		**			117,308
		Danske Bank AS DKK10		Common Stock		**			215,686
		Dena Co Ltd NPV		Common Stock		**			256,377
		Denso Corporation NPV		Common Stock		**			587,964
		Deutsche Post AG NPV (REGD)		Common Stock		**			346,425
		DNB ASA		Common Stock		**			1,412,099
		DSV DKK1		Common Stock		**			155,532
		Eads Euro Aero Def Eur 1		Common Stock		**			248,525
		East Japan Railway Co		Common Stock		**			445,290
		Edenred		Common Stock		**			109,912
		Eisai Co		Common Stock		**			20,818
		Electrolux AB Ser ‘B’ NPV		Common Stock		**			77,421

 

18

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Enterprise Inns Ord Gbp0.025		Common Stock		**			80,139
		Erste Group Bank AG		Common Stock		**			122,010
		Everest Re Group Inc Com		Common Stock		**			912,585
		Everest Re Group Inc Com		Common Stock		**			2,012,085
		Exor SpA Eur1		Common Stock		**			288,471
		Familymart		Common Stock		**			493,379
		Flextronics International Ltd		Common Stock		**			825,930
		Foschini Group Ltd		Common Stock		**			147,412
		Foster Wheeler AG Com		Common Stock		**			564,224
		Fresnillo plc		Common Stock		**			280,475
		Fuji Heavy Ltd		Common Stock		**			323,553
		Fujifilm Holdings Corp NPV		Common Stock		**			306,878
		Fujitsu NPV		Common Stock		**			574,568
		Gazprom OAO		Common Stock		**			702,097
		Gemalto Eur 1		Common Stock		**			278,815
		Glaxosmithkline Ord Gbp0.25		Common Stock		**			3,191,265
		Glaxosmithkline plc		Common Stock		**			24,778
		Glaxosmithkline plc		Common Stock		**			1,230,201
		Grifols SA Eur0.5		Common Stock		**			355,419
		Groupe Bruxelles L NPV		Common Stock		**			71,122
		Grupa Lotos S A Pln1.00(Ca)		Common Stock		**			111,104
		Heidelbergcement AG		Common Stock		**			600,235
		Henkel Ag & Co Kgaa NPV(Br)		Common Stock		**			17,938
		Hitachi High Technologies Corp		Common Stock		**			316,139
		Hitachi NPV		Common Stock		**			81,605
		Home Retail Group Ord Gbp0		Common Stock		**			213,680
		Honda Motor Co NPV		Common Stock		**			552,871
		Hsbc Hldgs Ord Usd0.50 (UK)		Common Stock		**			1,994,280
		Hsbc Holdings plc		Common Stock		**			513,134
		Hugo Boss AG		Common Stock		**			153,709
		Husqvarna AB Ser B NPV		Common Stock		**			217,521
		IHI Corp		Common Stock		**			71,890
		Imax Corp		Common Stock		**			791,296
		Immofinanz AG NPV		Common Stock		**			95,084
		Imperial Tobacco Group plc		Common Stock		**			166,061
		Industria De Diseno Textil SA		Common Stock		**			297,794
		Industrivarden Ab Ser C NPV		Common Stock		**			302,864
		ING Groep NV		Common Stock		**			774,526
		Insurance Australia Group plc		Common Stock		**			149,790

 

19

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Table of Contents

RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)

(b) Identity of Issuer, Borrower, Lessor, or Similar Party

(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value

(d) Cost

(e) Fair Value

Intercontinental Hotels Group

Common Stock

*

*

319,819

Interoil Corp

Common Stock

*

*

1,088,388

Intesa Sanpaolo Eur0.52

Common Stock

*

*

244,478

Intesa Sanpaolo Eur0.52

Common Stock

*

*

1,483,401

Invensys Ord Gbp0.10

Common Stock

*

*

248,211

Investor AB Sek 6.25 ‘B’

Common Stock

*

*

883,468

iShares MSCI EAFE Index Fund

Common Stock

*

*

2,532,752

Isuzu Motors Ltd

Common Stock

*

*

484,612

ITV Ord Gbp0.10

Common Stock

*

*

446,515

Japan Airlines Co Ltd

Common Stock

*

*

188,284

Japan Tobacco Inc

Common Stock

*

*

776,037

Jtekt Corp

Common Stock

*

*

150,627

Julius Baer Gruppe AG

Common Stock

*

*

410,028

Kabel Deutschland Holding AG

Common Stock

*

*

477,548

Kao Corp

Common Stock

*

*

528,014

Kddi Corp

Common Stock

*

*

556,422

Kerry Group ‘A’ Ord Eur0.125

Common Stock

*

*

486,208

Kikkoman Shoyu Co

Common Stock

*

*

113,803

Kinnevik Investment Ab Sek0.1

Common Stock

*

*

254,151

Kirin Holdingsco Ltd

Common Stock

*

*

280,900

Kodiak Oil & Gas Corp

Common Stock

*

*

316,830

Konica Minolta Inc

Common Stock

*

*

302,781

Kyowa Hakko Kirin Co Ltd

Common Stock

*

*

274,932

Lafarge Sa Eur4.00

Common Stock

*

*

86,096

Lawson Inc NPV

Common Stock

*

*

40,733

Legal & General Group Ord 2.5p

Common Stock

*

*

207,316

Lions Gate Entertainment Corp

Common Stock

*

*

1,238,200

Lloyds Banking Group plc

Common Stock

*

*

1,043,215

Lonza Group AG Chf1

Common Stock

*

*

23,889

Lukoil OAO

Common Stock

*

*

446,752

LVMH Moet Hennessy Louis Vuitton

Common Stock

*

*

124,641

Mcdermott International Inc

Common Stock

*

*

575,244

Medipal Holdings Corp

Common Stock

*

*

120,390

Metalurgica Gerdau SA

Common Stock

*

*

114,081

Michael Kors Holdings Ltd

Common Stock

*

*

1,046,115

Mitsubishi Heavy Ind NPV

Common Stock

*

*

206,384

Mitsubishi Tanabe Pharm Corp

Common Stock

*

*

93,763

Muenchener Rueckversicherungs

Common Stock

*

*

939,365

Namco Bandai Holdings Inc NPV

Common Stock

*

*

56,842

 

20

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Table of Contents

RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Natixis Eur1.6		Common Stock		**			324,274
		Nexon Co Ltd		Common Stock		**			165,639
		Next Group Ord Gbp0.10		Common Stock		**			706,657
		NGK Insulators		Common Stock		**			411,265
		NHK Spring Co		Common Stock		**			111,863
		Nippon Meat Packers		Common Stock		**			55,282
		Nippon Telegraph & Telephone Corp		Common Stock		**			338,225
		Nissan Motor Co		Common Stock		**			90,043
		Nitto Denko Corp NPV		Common Stock		**			112,254
		NKSJ Holdings Inc		Common Stock		**			193,124
		Nokia (AB) Oy Eur0.06		Common Stock		**			201,870
		Nokia Oyj		Common Stock		**			135,205
		Nomura Holding NPV		Common Stock		**			589,301
		Nomura Holdings Inc		Common Stock		**			94,836
		Nomura Real Estate Nomura		Common Stock		**			212,676
		Nomura Rl Est Inc NPV		Common Stock		**			212,174
		Nordea Bank AB Eur0.39632		Common Stock		**			1,279,544
		Novo Nordisk A/S		Common Stock		**			850,487
		Novo-Nordisk AS DKK1		Common Stock		**			2,129,339
		Ntt Docomo Inc		Common Stock		**			166,356
		Oi SA		Common Stock		**			122,133
		Oi SA		Common Stock		**			127,309
		Oi SA Preference		Common Stock		**			165,384
		Old Mutual plc Ord		Common Stock		**			846,981
		OMV AG NPV		Common Stock		**			468,807
		Ono Pharmaceutical Co		Common Stock		**			300,919
		Opap SA Eur0.3 (Cr)		Common Stock		**			91,690
		Orion Corp Ser B NPV		Common Stock		**			113,781
		Orix Corp		Common Stock		**			61,624
		Otsuka Holdings Co Ltd		Common Stock		**			526,407
		Otsuka Shokai		Common Stock		**			7,541
		Pargesa Hldgs SA Chf20(BR)		Common Stock		**			222,648
		Pearson plc		Common Stock		**			112,668
		Pentair Ltd		Common Stock		**			304,730
		Popular Inc		Common Stock		**			725,987
		Prosiebensat.1 Media AG		Common Stock		**			58,719
		Prudential plc		Common Stock		**			315,078
		Prudential plc Gbp0.05		Common Stock		**			359,526
		Qiagen NV		Common Stock		**			430,155

 

21

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Table of Contents

RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Randstad Hldgs Eur0.1		Common Stock		**			349,828
		Ratos AB Ser B NPV		Common Stock		**			176,679
		Reed Elsevier		Common Stock		**			179,359
		Ritchie Bros Auctioneers Inc		Common Stock		**			246,502
		Rohm Co		Common Stock		**			187,755
		Royal Bank of Scot Ord Gbp1		Common Stock		**			353,762
		Sap AG		Common Stock		**			521,184
		Sap AG Ord NPV		Common Stock		**			301,172
		SBI Holdings Inc		Common Stock		**			66,995
		Sega Sammy Hldgs Inc NPV		Common Stock		**			60,579
		Sekisui Chemical		Common Stock		**			86,625
		Seven & I Hldg Co Ltd NPV		Common Stock		**			39,459
		Shimamura NPV		Common Stock		**			193,836
		Shimano Inc NPV		Common Stock		**			146,834
		Shionogi & Co		Common Stock		**			197,771
		Shire plc		Common Stock		**			195,514
		Shire plc Ord Gbp0.05		Common Stock		**			382,525
		Skandinaviska Enskilda Banken		Common Stock		**			1,909,598
		Societe Generale Eur1.25		Common Stock		**			1,998,160
		Sodexo Eur4		Common Stock		**			363,505
		Softbank Corporation NPV		Common Stock		**			646,412
		Sony Corp		Common Stock		**			225,602
		Standard Life Ord Gbp0.10		Common Stock		**			869,146
		Stmicroelectronics Eur1.04		Common Stock		**			170,652
		Stmicroelectronics NV		Common Stock		**			191,266
		Sumitomo Chemical		Common Stock		**			622,217
		Sumitomo Electric Ind NPV		Common Stock		**			758,725
		Sumitomo Mitsui Gr NPV		Common Stock		**			1,293,338
		Sumitomo Rubber Industries		Common Stock		**			100,549
		Suncorp Group Limited		Common Stock		**			490,146
		Surgutneftegas OAO		Common Stock		**			99,783
		Suzuken Co Ltd		Common Stock		**			154,508
		Suzuki Motor Co NPV		Common Stock		**			210,029
		Svenska Cellulosa AB-Sca Ser B		Common Stock		**			302,289
		Svenska Handelsbanken Ser A		Common Stock		**			694,330
		Swedbank AB Sek’a’ NPV		Common Stock		**			355,595
		Swiss Life Holding AG		Common Stock		**			443,769
		Swiss Re Ltd		Common Stock		**			1,312,456
		Syneron Medical Ltd		Common Stock		**			599,964

 

22

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Table of Contents

RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Takeda Pharmaceutical Co Ltd		Common Stock		**			673,226
		Telecom Corp of New Zealand		Common Stock		**			110,465
		Telecom Corp of New Zealand		Common Stock		**			16,909
		Telecom Italia Di Risp Eur0.55		Common Stock		**			350,369
		Telecom Italia Eur0.55		Common Stock		**			454,692
		Telekomunikasi Indonesia (Persero)		Common Stock		**			137,569
		THK Co		Common Stock		**			463,651
		Tokyo Electron NPV		Common Stock		**			245,753
		Toyoda Gosei		Common Stock		**			150,841
		Toyota Boshoku Corp		Common Stock		**			167,504
		Toyota Motor Corp		Common Stock		**			1,003,277
		Toyota Motor Corp NPV		Common Stock		**			189,909
		Toyota Tsushu Corp		Common Stock		**			266,496
		Transocean Ltd		Common Stock		**			191,487
		Transocean Ltd Zug Namen-Akt		Common Stock		**			25,897
		Tryg A/S		Common Stock		**			85,766
		Tui Travel plc Ord Gbp0		Common Stock		**			212,561
		Ucb S A NPV		Common Stock		**			578,645
		Unibail-Rodamco SE Eur5		Common Stock		**			152,566
		Unicharm Corp		Common Stock		**			10,397
		Unicredit SpA		Common Stock		**			1,997,579
		United Internet Ag NPV REGD		Common Stock		**			125,213
		Uti Worldwide Inc SHS		Common Stock		**			601,660
		Volkswagen AG		Common Stock		**			1,010,437
		Volkswagen AG Ord NPV		Common Stock		**			198,262
		Warner Chilcott plc Class A		Common Stock		**			1,492,960
		Westpac Banking Corp NPV		Common Stock		**			348,694
		WPP plc		Common Stock		**			259,816
		Xstrata Com Stk Usd0.50		Common Stock		**			382,255
		Yara Intl Nok1.70		Common Stock		**			428,959
		Yokogawa Electric Corp		Common Stock		**			333,020
		Zurich Insurance Group AG		Common Stock		**			952,221
		Pending Transactions		Common Stock		**			(2,819,435	)
		Non-U.S. Equity Securities						$	121,533,221
		U.S. Equity Securities
		Dreyfus Treasury Prime Cash Management		Short-Term Investment Fund		**		$	1,446,410
		Aaron’s Inc		Common Stock		**			837,088
		Abraxas Petroleum Corp		Common Stock		**			169,725

 

23

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Table of Contents

RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Adtran Inc		Common Stock		**			230,572
		Advent Software Inc		Common Stock		**			397,668
		The Aes Corp		Common Stock		**			1,491,580
		Aetna Inc		Common Stock		**			2,301,110
		Aflac Inc		Common Stock		**			711,808
		Agco Corp		Common Stock		**			1,262,384
		Akamai Technologies Inc		Common Stock		**			458,192
		Alaska Air Group Inc		Common Stock		**			564,479
		Albemarle Corp		Common Stock		**			944,224
		Allegheny Technologies Inc		Common Stock		**			886,512
		Allergan Inc		Common Stock		**			1,091,587
		The Allstate Corp		Common Stock		**			2,112,942
		Altera Corp		Common Stock		**			702,576
		Amazon.Com Inc		Common Stock		**			2,963,452
		Ameren Corp		Common Stock		**			1,041,408
		American Electric Power Co Inc		Common Stock		**			422,532
		American Express Co		Common Stock		**			597,792
		American Tower Corp		Common Stock		**			1,900,842
		Ameriprise Financial Inc		Common Stock		**			1,578,276
		Amgen Inc		Common Stock		**			854,568
		Apogee Enterprises Inc		Common Stock		**			707,115
		Apollo Group Inc		Common Stock		**			918,388
		Apple Inc		Common Stock		**			6,316,406
		Arris Group Inc		Common Stock		**			693,306
		Assurant Inc		Common Stock		**			1,127,750
		AT&T Inc		Common Stock		**			3,617,083
		Autoliv Inc		Common Stock		**			882,809
		Bank of America Corp		Common Stock		**			744,720
		Belden Inc		Common Stock		**			1,772,606
		Biogen Idec Inc		Common Stock		**			2,200,050
		Biomarin Pharmaceutical Inc		Common Stock		**			226,550
		Blackrock Inc		Common Stock		**			1,508,983
		Borgwarner Inc		Common Stock		**			1,568,478
		CA Inc		Common Stock		**			683,578
		Cabot Corp		Common Stock		**			779,884
		Cabot Microelectronics Corp		Common Stock		**			340,896
		Cabot Oil & Gas Corp		Common Stock		**			950,034
		Cabot Oil & Gas Corp		Common Stock		**			1,029,618
		Capitalsource Inc		Common Stock		**			1,606,960

 

24

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Table of Contents

RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Cardinal Health Inc		Common Stock		**			1,037,736
		Carlisle Cos Inc		Common Stock		**			493,584
		Carrizo Oil & Gas Inc		Common Stock		**			960,228
		CBS Corp		Common Stock		**			1,084,425
		CBS Corp		Common Stock		**			1,362,190
		Celanese Corp		Common Stock		**			302,804
		Celgene Corp		Common Stock		**			2,133,312
		Cerner Corp		Common Stock		**			1,708,080
		CF Industries Holdings Inc		Common Stock		**			1,828,440
		Chevron Corp		Common Stock		**			4,476,996
		Chico’s FAS Inc		Common Stock		**			932,599
		Cisco Systems Inc		Common Stock		**			2,332,455
		Citigroup Inc		Common Stock		**			4,074,680
		Clean Harbors Inc		Common Stock		**			297,054
		Coach Inc		Common Stock		**			1,082,445
		Cogent Communications Group Inc		Common Stock		**			1,421,792
		Comcast Corp		Common Stock		**			1,977,402
		Computer Sciences Corp		Common Stock		**			584,730
		Comscore Inc		Common Stock		**			157,092
		Conocophillips		Common Stock		**			2,980,686
		Consol Energy Inc		Common Stock		**			269,640
		Constant Contact Inc		Common Stock		**			201,782
		Continental Resources Inc		Common Stock		**			903,927
		The Cooper Cos Inc		Common Stock		**			2,189,926
		Costco Wholesale Corp		Common Stock		**			1,372,903
		Covance Inc		Common Stock		**			46,216
		Crown Holdings Inc		Common Stock		**			1,689,579
		CVS Caremark Corp		Common Stock		**			1,987,185
		CVS Caremark Corp		Common Stock		**			2,760,785
		Cymer Inc		Common Stock		**			985,687
		Cypress Semiconductor Corp		Common Stock		**			814,084
		Danaher Corp		Common Stock		**			3,829,150
		Dean Foods Co		Common Stock		**			582,803
		Delta Air Lines Inc		Common Stock		**			845,144
		Dexcom Inc		Common Stock		**			1,359,639
		Dillard’s Inc		Common Stock		**			343,457
		DIRECTV		Common Stock		**			1,640,232
		Discover Financial Services		Common Stock		**			2,124,105
		Dollar General Corp		Common Stock		**			1,569,604

 

25

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Table of Contents

RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Dollar Tree Inc		Common Stock		**			462,384
		Domtar Corp		Common Stock		**			651,456
		Dril-Quip Inc		Common Stock		**			1,073,835
		DTS Inc		Common Stock		**			664,660
		Eagle Materials Inc		Common Stock		**			1,491,750
		eBay Inc		Common Stock		**			2,275,492
		Ecolab Inc		Common Stock		**			1,984,440
		Edison International		Common Stock		**			899,281
		Edwards Lifesciences Corp		Common Stock		**			1,036,955
		Electronic Arts Inc		Common Stock		**			463,507
		EMC Corp		Common Stock		**			1,254,880
		Encore Wire Corp		Common Stock		**			215,201
		Energizer Holdings Inc		Common Stock		**			567,858
		Entergy Corp		Common Stock		**			1,810,500
		The Estee Lauder Cos Inc		Common Stock		**			1,251,074
		Express Scripts Holding Co		Common Stock		**			1,890,000
		Exxon Mobil Corp		Common Stock		**			8,274,180
		Facebook Inc		Common Stock		**			2,095,781
		Fairchild Semiconductor Intern		Common Stock		**			936,000
		Fidelity National Financial Inc		Common Stock		**			624,075
		Fifth Third Bancorp		Common Stock		**			1,948,877
		First Solar Inc		Common Stock		**			645,392
		Fluor Corp		Common Stock		**			1,726,956
		FMC Corp		Common Stock		**			912,912
		FMC Technologies Inc		Common Stock		**			916,562
		Franklin Resources Inc		Common Stock		**			1,987,317
		Gamestop Corp		Common Stock		**			970,983
		The Gap Inc		Common Stock		**			627,008
		General Electric Co		Common Stock		**			3,213,569
		General Motors Co		Common Stock		**			971,571
		Gilead Sciences Inc		Common Stock		**			1,836,250
		Global Payments Inc		Common Stock		**			339,750
		The Goldman Sachs Group Inc		Common Stock		**			3,137,976
		Google Inc		Common Stock		**			3,660,349
		Green Dot Corp		Common Stock		**			341,600
		Hanesbrands Inc		Common Stock		**			598,194
		Harman International Industries		Common Stock		**			700,848
		Harsco Corp		Common Stock		**			761,400
		HCA Holdings Inc		Common Stock		**			1,010,695

 

26

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Table of Contents

RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		HCC Insurance Holdings Inc		Common Stock		**			550,708
		Hess Corp		Common Stock		**			577,264
		Higher One Holdings Inc		Common Stock		**			91,698
		Hollyfrontier Corp		Common Stock		**			1,927,170
		The Home Depot Inc		Common Stock		**			1,781,280
		Horsehead Holding Corp		Common Stock		**			400,232
		Hub Group Inc		Common Stock		**			769,440
		Hubbell Inc		Common Stock		**			736,281
		Humana Inc		Common Stock		**			1,434,367
		Huntington Bancshares Inc		Common Stock		**			1,689,516
		Huntsman Corp		Common Stock		**			1,558,200
		Illumina Inc		Common Stock		**			739,347
		Ingredion Inc		Common Stock		**			579,870
		Insulet Corp		Common Stock		**			1,740,040
		Intermune Inc		Common Stock		**			340,119
		International Business Machine		Common Stock		**			3,754,380
		International Rectifier Corp		Common Stock		**			473,391
		Intralinks Holdings Inc		Common Stock		**			120,932
		Intuit Inc		Common Stock		**			1,243,550
		Intuitive Surgical Inc		Common Stock		**			1,797,206
		Itron Inc		Common Stock		**			360,855
		Jabil Circuit Inc		Common Stock		**			601,848
		Jacobs Engineering Group Inc		Common Stock		**			306,504
		Jefferies Group Inc		Common Stock		**			776,226
		Jetblue Airways Corp		Common Stock		**			415,688
		JPMorgan Chase & Co		Common Stock		**			4,225,517
		K12 Inc		Common Stock		**			1,077,188
		Kansas City Southern		Common Stock		**			784,712
		Kar Auction Services Inc		Common Stock		**			515,310
		Keycorp		Common Stock		**			1,785,040
		Kior Inc		Common Stock		**			261,528
		Kirby Corp		Common Stock		**			389,907
		The Kroger Co		Common Stock		**			1,701,708
		Landstar System Inc		Common Stock		**			514,108
		Las Vegas Sands Corp		Common Stock		**			1,366,336
		Lear Corp		Common Stock		**			843,120
		Lender Processing Services Inc		Common Stock		**			610,576
		Lennar Corp		Common Stock		**			1,171,701
		Lennox International Inc		Common Stock		**			1,397,032

 

27

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Lincoln National Corp		Common Stock		**			683,760
		Lorillard Inc		Common Stock		**			630,018
		LPL Financial Holdings Inc		Common Stock		**			315,392
		Magnum Hunter Resources Corp		Common Stock		**			593,912
		Mako Surgical Corp		Common Stock		**			720,205
		Marathon Petroleum Corp		Common Stock		**			2,375,100
		Martin Marietta Materials Inc		Common Stock		**			480,828
		Mastercard Inc		Common Stock		**			1,662,983
		Maxim Integrated Products Inc		Common Stock		**			976,080
		The Mcgraw-Hill Cos Inc		Common Stock		**			1,295,679
		Mckesson Corp		Common Stock		**			1,493,184
		Mednax Inc		Common Stock		**			882,672
		Memc Electronic Materials Inc		Common Stock		**			181,365
		Merck & Co Inc		Common Stock		**			1,338,738
		Meritor Inc		Common Stock		**			316,910
		Metropcs Communications Inc		Common Stock		**			367,780
		Microsemi Corp		Common Stock		**			580,704
		Microsoft Corp		Common Stock		**			1,496,880
		Monolithic Power Systems Inc		Common Stock		**			1,198,664
		Monsanto Co		Common Stock		**			3,766,786
		Monster Worldwide Inc		Common Stock		**			272,008
		Moody’s Corp		Common Stock		**			467,976
		MRC Global Inc		Common Stock		**			1,047,667
		Murphy Oil Corp		Common Stock		**			1,667,400
		Myriad Genetics Inc		Common Stock		**			272,500
		Nanosphere Inc		Common Stock		**			308,160
		News Corp		Common Stock		**			623,176
		NII Holdings Inc		Common Stock		**			982,514
		Northrop Grumman Corp		Common Stock		**			2,088,222
		NV Energy Inc		Common Stock		**			1,204,496
		ON Semiconductor Corp		Common Stock		**			423,705
		Oracle Corp		Common Stock		**			956,284
		Orbital Sciences Corp		Common Stock		**			510,867
		Oshkosh Corp		Common Stock		**			601,895
		Owens Corning		Common Stock		**			14,796
		Packaging Corp of America		Common Stock		**			700,154
		Pall Corp		Common Stock		**			741,198
		Perrigo Co		Common Stock		**			624,180
		Pfizer Inc		Common Stock		**			3,285,480

 

28

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Precision Castparts Corp		Common Stock		**			2,235,156
		Premiere Global Services Inc		Common Stock		**			916,807
		Priceline.Com Inc		Common Stock		**			3,286,148
		Primoris Services Corp		Common Stock		**			327,872
		Public Service Enterprise Group		Common Stock		**			2,080,800
		Qualcomm Inc		Common Stock		**			3,733,604
		Quanta Services Inc		Common Stock		**			1,162,554
		Quinstreet Inc		Common Stock		**			472,886
		Ralph Lauren Corp		Common Stock		**			1,754,064
		Range Resources Corp		Common Stock		**			1,174,921
		Raymond James Financial Inc		Common Stock		**			836,101
		Raytheon Co		Common Stock		**			1,767,092
		Regions Financial Corp		Common Stock		**			1,446,784
		Responsys Inc		Common Stock		**			302,172
		Rex Energy Corp		Common Stock		**			601,524
		Rogers Corp		Common Stock		**			2,473,068
		Ross Stores Inc		Common Stock		**			1,250,865
		Rovi Corp		Common Stock		**			1,242,362
		RPX Corp		Common Stock		**			719,584
*		RR Donnelley & Sons Co		Common Stock		**			2,280,763
*		RR Donnelley & Sons Co		Common Stock		**			19,638,212
		Rue21 Inc		Common Stock		**			343,519
		SAIC Inc		Common Stock		**			868,244
		Salesforce.Com Inc		Common Stock		**			3,177,090
		SBA Communications Corp		Common Stock		**			1,221,544
		SBA Communications Corp		Common Stock		**			1,761,296
		Select Comfort Corp		Common Stock		**			617,612
		Silicon Laboratories Inc		Common Stock		**			397,195
		Sirius XM Radio Inc		Common Stock		**			1,432,284
		Skyworks Solutions Inc		Common Stock		**			749,070
		Sotheby’s		Common Stock		**			194,996
		Starbucks Corp		Common Stock		**			2,246,678
		Symantec Corp		Common Stock		**			948,024
		Symmetry Medical Inc		Common Stock		**			516,532
		Synaptics Inc		Common Stock		**			476,523
		Tenneco Inc		Common Stock		**			235,237
		Teradata Corp		Common Stock		**			1,243,989
		Tesoro Corp		Common Stock		**			814,925
		Tessera Technologies Inc		Common Stock		**			215,102

 

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		Textron Inc		Common Stock		**			654,456
		Tivo Inc		Common Stock		**			974,512
		The Travelers Cos Inc		Common Stock		**			1,960,686
		Trex Co Inc		Common Stock		**			457,929
		Triquint Semiconductor Inc		Common Stock		**			258,940
		Ulta Salon Cosmetics & Fragrance		Common Stock		**			1,208,598
		Ultratech Inc		Common Stock		**			1,100,350
		Unilife Corp		Common Stock		**			159,581
		Union Pacific Corp		Common Stock		**			691,460
		Union Pacific Corp		Common Stock		**			4,865,364
		United Continental Holdings Inc		Common Stock		**			3,792,236
		United Technologies Corp		Common Stock		**			2,181,466
		United Therapeutics Corp		Common Stock		**			774,590
		Unitedhealth Group Inc		Common Stock		**			1,936,368
		Unitedhealth Group Inc		Common Stock		**			2,749,968
		US Airways Group Inc		Common Stock		**			326,700
		US Bancorp		Common Stock		**			1,446,882
		Valero Energy Corp		Common Stock		**			2,228,036
		Vera Bradley Inc		Common Stock		**			240,960
		Verifone Systems Inc		Common Stock		**			565,404
		Verisign Inc		Common Stock		**			372,672
		Verizon Communications Inc		Common Stock		**			1,432,237
		Visa Inc		Common Stock		**			4,880,876
		VMware Inc		Common Stock		**			1,393,272
		Wabash National Corp		Common Stock		**			1,341,015
		Wabco Holdings Inc		Common Stock		**			625,824
		Waddell & Reed Financial Inc		Common Stock		**			386,502
		Walgreen Co		Common Stock		**			2,324,228
		Watsco Inc		Common Stock		**			1,033,620
		Watson Pharmaceuticals Inc		Common Stock		**			593,400
		Web.Com Group Inc		Common Stock		**			274,688
		Wellpoint Inc		Common Stock		**			761,500
		Wells Fargo & Co		Common Stock		**			1,257,824
		Wells Fargo & Co		Common Stock		**			4,696,332
		Western Digital Corp		Common Stock		**			1,015,511
		Western Refining Inc		Common Stock		**			724,483
		Whirlpool Corp		Common Stock		**			1,312,575
		The Williams Cos Inc		Common Stock		**			1,234,298
		WMS Industries Inc		Common Stock		**			257,250

 

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RR DONNELLEY SAVINGS PLAN

SCHEDULE H – LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012

EMPLOYER IDENTIFICATION NUMBER: 36-1004130, PLAN NUMBER: 003

 

(a)		(b) Identity of Issuer, Borrower, Lessor, or Similar Party		(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		(d) Cost		(e) Fair Value
		World Fuel Services Corp		Common Stock		**			1,148,643
		WR Berkley Corp		Common Stock		**			1,151,070
		WW Grainger Inc		Common Stock		**			1,355,879
		Wyndham Worldwide Corp		Common Stock		**			1,074,842
		Yum! Brands inc		Common Stock		**			996,000
		Pending Transactions				**			3,920,955
		U.S. Equity Securities						$	376,482,431
		Self-Directed Brokerage Account
		Self-managed account		Self Directed Account Value		**		$	59,037,173
		Self-Directed Brokerage Account						$	59,037,173
								$	2,256,116,647
*		Participant loans		$49,144,880 principal amount, interest rates ranging from 4% to 10.50%, due through October 31, 2024		**		$	49,144,880
								$	2,305,261,527

 

*	Party-in-interest

**	Investments are participant directed; therefore, historical cost information is not required.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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RR DONNELLEY SAVINGS PLAN

December 31, 2012

Index to Exhibits

 

EXHIBIT NUMBER
23.1		Baker Tilly Virchow Krause, LLP Consent of Independent Registered Public Accounting Firm – RR Donnelley Savings Plan as of December 31, 2012.

 

33