RRD 10-K Annual Report Dec. 31, 2018 | Alphaminr
RR Donnelley & Sons Co
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RRD 10-K Fiscal year ended Dec. 31, 2018

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RR DONNELLEY & SONS CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors and Executive Officers Of R.r. Donnelley & Sons Company and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k SummaryItem 15(a). Index To Financial StatementsItem 15(a). Index To Financial SNote 1. Basis Of Presentation and Summary Of Significant Accounting PoliciesNote 2. Discontinued OperationsNote 3. Dispositions and AcquisitionNote 4. Revenue RecognitionNote 5. Restructuring, Impairment and Other ChargesNote 6. Goodwill and Other Intangible AssetsNote 6. Goodwill andNote 7. Fair Value MeasurementNote 8. Accrued Liabilities and OtherNote 9. Commitments and ContingenciesNote 10. Retirement PlansNote 11. Income TaxesNote 12. DebtNote 13. DerivativesNote 14. Earnings Per ShareNote 15. Other Comprehensive (loss) IncomeNote 16. Stock and Incentive Programs For Employees and DirectorsNote 17. Segment and Geographic Area InformationNote 18. New Accounting Pronouncements

Exhibits

2.1 Agreement and Plan of Merger by and among Courier Corporation, R. R. Donnelley & Sons Company, Raven Solutions, Inc. and Raven Ventures LLC, dated as of February 5, 2015 (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K dated February 11, 2015, filed on February 11, 2015). 2.2 Separation and Distribution Agreement, dated as of September 14, 2016, by and among R.R. Donnelley & Sons Company, LSC Communications, Inc. and Donnelley Financial Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on 8-K filed October 3, 2016). 2.3 Transition Services Agreement, dated as of September 14, 2016, between LSC Communications, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.2 to the Companys Current Report on 8-K filed October 3, 2016). 2.4 Transition Services Agreement, dated as of September 14, 2016, between Donnelley Financial Solutions, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.3 to the Companys Current Report on 8-K filed October 3, 2016). 2.5 Tax Disaffiliation Agreement, dated as of September 14, 2016, between LSC Communications, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.4 to the Companys Current Report on 8-K filed October 3, 2016). 2.6 Tax Disaffiliation Agreement, dated as of September 14, 2016, between Donnelley Financial Solutions, Inc. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.5 to the Companys Current Report on 8-K filed October 3, 2016). 2.7 Patent Assignment and License Agreement, dated as of September 27, 2016, between LSC Communications US, LLC. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.6 to the Companys Current Report on 8-K filed October 3, 2016). 2.8 Patent Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial Solutions, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.7 to the Companys Current Report on 8-K filed October 3, 2016). 2.9 Trademark Assignment and License Agreement, dated as of September 27, 2016, between LSC Communications US, LLC. and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.8 to the Companys Current Report on 8-K filed October 3, 2016). 2.10 Trademark Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.9 to the Companys Current Report on 8-K filed October 3, 2016). 2.11 Data Assignment and License Agreement, dated as of September 27, 2016, between LSC Communications US, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.10 to the Companys Current Report on 8-K filed October 3, 2016). 2.12 Data Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.11 to the Companys Current Report on 8-K filed October 3, 2016). 2.13 Software, Copyright and Trade Secret Assignment and License Agreement, dated as of September 27, 2016, between LSC Communications US, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.12 to the Companys Current Report on 8-K filed October 3, 2016). 2.14 Software, Copyright and Trade Secret Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.13 to the Companys Current Report on 8-K filed October 3, 2016). 3.1 Restatement of Certificate of Incorporation of R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 3.3 to the Companys Current Report on 8-K filed October 3, 2016). 3.2 Amended and Restated By-Laws of R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 3.4 to the Companys Current Report on 8-K filed October 3, 2016). 4.3 Indenture dated as of January3, 2007 between the Company and LaSalle Bank National Association, asTrustee (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on FormS-3 filed on January3, 2007) 10.1 Policy on Retirement Benefits, Phantom Stock Grants and Stock Options for Directors (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2008, filed on August6, 2008)* 10.2 Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)* 10.4 Amended and Restated Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)* 10.6 2012 Performance Incentive Plan (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2013, filed on July30, 2013)* 10.7 2004 Performance Incentive Plan (incorporated by reference to Exhibit 10.9 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 25, 2009)* 10.8 Amended and Restated R.R. Donnelley & Sons Company Unfunded Supplemental Benefit Plan (incorporated by reference to Exhibit 10.11 to the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2010, filed on November3, 2010)* 10.9 Amendment to Amended and Restated R.R. Donnelley & Sons Company Unfunded Supplemental Benefit Plan (incorporated by reference to Exhibit 10.12 to the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2010, filed on November3, 2010)* 10.11 Form of Option Agreement for certain executive officers (incorporated by reference to Exhibit 10.17 to the Companys Annual Report on Form 10-K for the fiscal year ended December31, 2004, filed on March14, 2005)* 10.12 Form of Restricted Stock Unit Award Agreement for certain executive officers, as amended (incorporated by reference to Exhibit 10.17 to the Companys Annual Report on Form 10-K for the fiscal year ended December31, 2008, filed on February25, 2009)* 10.13 Form of Restricted Stock Unit Award Agreement for certain executive officers (incorporated by reference to Exhibit 10.12 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)* 10.14 Form of Restricted Stock Unit Award Agreement for directors (incorporated by reference to Exhibit10.21 to the Companys Annual Report on Form 10-K for the fiscal year ended December31, 2004, filed on March14, 2005)* 10.15 Form of Restricted Stock Unit Award Agreement for directors (incorporated by reference to Exhibit10.25 to the Companys Annual Report on Form 10-K for the fiscal year ended December31, 2007, filed on February27, 2008)* 10.16 Form of Amendment to Director Restricted Stock Unit Awards dated May21, 2009 (incorporated by reference to Exhibit 10.23 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2009, filed on August5, 2009)* 10.17 Form of Amendment to Director Restricted Stock Unit Awards (incorporated by reference to Exhibit10.22 to the Companys Annual Report on Form 10-K for the fiscal year ended December31, 2008, filed on February25, 2009)* 10.18 Form of Restricted Stock Unit Award Agreement for directors (incorporated by reference to Exhibit10.23 to the Companys Annual Report on Form 10-K for the fiscal year ended December31, 2008, filed on February25, 2009)* 10.19 Form of Director Restricted Stock Unit Awards (incorporated by reference to Exhibit 10.26 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2009, filed on August5, 2009)* 10.21 Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.23 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 1, 2014)* 10.22 Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.20 to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2013, filed on April25, 2013)* 10.23 Form of Cash Retention Award Agreement (incorporated by reference to Exhibit 10.21 to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2013, filed on April25, 2013)* 10.24 Form of Cash Bonus Award Agreement for certain executive officers (incorporated by reference to Exhibit 10.30 to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2012, filed on May2, 2012)* 10.25 Form of Long Term Incentive Cash Award Agreement (incorporated by reference to Exhibit 10.22 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 1, 2014)* 10.26 Form of Amendment to Cash Retention Awards (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 2, 2016, filed on March 2, 2016)* 10.27 Form of Performance Unit Award Agreement (filed herewith)* 10.28 Form of Restricted Stock Unit Award Agreement (filed herewith)* 10.29 Form of Long-Term Incentive Cash Award Agreement (filed herewith)* 10.30 Form of Amended and Restated Indemnification Agreement for directors (incorporated by reference to Exhibit 10.31 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 26, 2014)* 10.31 Amended and Restated Annual Incentive Plan (incorporated by reference to Exhibit 10.32 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)* 10.32 Second Amended and Restated Credit Agreement, dated as of September 29, 2017, among R.R. Donnelley & Sons Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on 8-K filed October 3, 2017). 10.33 R.R. Donnelley & Sons Company Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on 8-K filed October 3, 2016).* 10.34 Employment Agreement, dated as of October 1, 2016, between Daniel L. Knotts and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.3 to the Companys Current Report on 8-K filed October 3, 2016).* 10.35 Employment Agreement, dated as of October 1, 2016, between John Pecaric and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.6 to the Companys Current Report on 8-K filed October 3, 2016).* 10.36 Employment Agreement, dated as of October 1, 2016, between Terry D. Peterson and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.7 to the Companys Current Report on 8-K filed October 3, 2016).* 10.37 Employment Agreement, dated as of October 1, 2016, between Deborah L. Steiner and R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 10.8 to the Companys Current Report on 8-K filed October 3, 2016).* 10.38 Form of Indemnification Agreement for directors (incorporated by reference to Exhibit 10.36 to the Companys Quarterly Report on Form 10-Q for the quarter ended September31, 2016, filed on November2, 2016)* 10.39 Employment Offer Letter dated October 25, 2017 between R.R. Donnelley & Sons Company and Michael J. Sharp (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 30, 2017). 10.40 Credit Agreement, dated as of October 15, 2018, among R. R. Donnelley and Sons Company, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed October 15, 2018) 10.41 Amendment No. 1 to Credit Agreement, dated as of October 15, 2018, among R. R. Donnelley and Sons Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed October 15, 2018) 21 Subsidiaries of the Company (filed herewith) 23 Consent of Deloitte & Touche LLP (filed herewith) 31.1 Certification by Daniel L. Knotts, President and Chief Executive Officer, required by Rule 13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934 (filed herewith) 31.2 Certification by Terry D. Peterson, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934 (filed herewith) 32.1 Certification by Daniel L. Knotts, President and Chief Executive Officer, required by Rule 13a-14(b) or Rule15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith) 32.2 Certification by Terry D. Peterson, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(b) or Rule15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith)