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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-4694
R. R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-1004130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
77 West Wacker Drive,
Chicago, Illinois 60601
(Address of principal executive (ZIP Code)
offices)
Registrant's telephone number--(312) 326-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
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Common (Par Value $1.25) New York, Chicago and Pacific Stock Exchanges
Preferred Stock Purchase Rights New York, Chicago and Pacific Stock Exchanges
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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 the
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information state-
ments incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [X]
As of January 31, 1999, 133,657,005 shares of common stock were outstanding,
and the aggregate market value of the shares of common stock (based on the
closing price of these shares on the New York Stock Exchange--Composite Trans-
actions on January 31, 1999) held by nonaffiliates was $4,795,177,263.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement dated February 18,
1999, are incorporated by reference into Part III of this Form 10-K.
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SIGNATURE
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
1998 as set forth in the pages attached hereto:
(a) Exhibit 12, Computation of Ratio of Earnings to Fixed Charges, is filed
herewith.
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 13th day of April,
1999.
R. R. DONNELLEY & SONS COMPANY
/s/ Gregory A. Stoklosa
By __________________________________
Gregory A. Stoklosa,
Vice President and Controller
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Exhibit 12
R.R. Donnelley & Sons Company
Ratio of Earnings to Fixed Charges
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(In thousands except ratios) Year ended December 31:
1998 1997 1996 1995 1994
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Earnings available for fixed charges:
Earnings (loss) before income taxes $509,305 $190,171 $(110,480) (1) $439,532 $395,004
Less: Equity earnings of minority-owned companies (3,665) (3,266) (8,560) (5,405) (162)
Add: Dividends received from investees under the equity method 3,349 2,614 2,370 2,298 1,942
Add: Minority interest expense in majority-owned subsidiaries 4,475 5,732 (1,720) 5,445 2,493
Add: Fixed charges before capitalized interest 92,919 102,098 104,343 127,056 74,264
Add: Amortization of capitalized interest 8,335 7,969 7,354 6,731 6,129
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Total earnings available for fixed charges 614,718 305,318 (6,693) 575,657 479,670
Fixed charges:
Interest expense 78,166 90,765 95,482 109,810 53,468
Interest portion of rental expense 13,999 10,421 7,825 16,400 20,267
Amortization of discount related to indebtedness 754 912 1,036 846 529
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Total fixed charges before capitalized interest 92,919 102,098 104,343 127,056 74,264
Capitalized interest 4,996 9,959 11,716 10,899 10,233
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Total fixed charges $ 97,915 $112,057 $116,059 $137,955 $84,497
Ratio of earnings to fixed charges 6.28 2.72 (0.06) (2) 4.17 5.68
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(1) Includes restructuring and impairment pre-tax charges of $442 million and a
pre-tax loss from operations of businesses held for sale of $123 million.
(2) Dollar amount of deficiency relating to less than one-to-one coverage is
$123 million.
