RRD 10-K Annual Report Dec. 31, 2021 | Alphaminr
RR Donnelley & Sons Co
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RRD 10-K Fiscal year ended Dec. 31, 2021

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RR DONNELLEY & SONS CO
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PROXIES
DEF 14A
 		Filed on April 13, 2021
DEF 14A
 		Filed on April 10, 2020
DEF 14A
 		Filed on April 8, 2019
DEF 14A
 		Filed on April 9, 2018
DEF 14A
 		Filed on April 10, 2017
DEF 14A
 		Filed on April 11, 2016
DEF 14A
 		Filed on April 20, 2015
DEF 14A
 		Filed on April 15, 2014
DEF 14A
 		Filed on April 15, 2013
DEF 14A
 		Filed on April 11, 2012
DEF 14A
 		Filed on April 14, 2011
DEF 14A
 		Filed on April 16, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessNote 2 Discontinued OperationsItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 StatementsNote 1. Basis Of Presentation and Summary Of Significant Accounting PoliciesNote 2. Discontinued OperationsNote 3. DispositionsNote 4. Revenue RecognitionNote 5. Restructuring, Impairment and Other ChargesNote 6. Goodwill and Other Intangible AssetsNote 7. Accrued Liabilities and OtherNote 8. Commitments and ContingenciesNote 9. Retirement PlansNote 10. Income TaxesNote 11. DebtNote 12. DerivativesNote 13. Earnings Per ShareNote 14. Other Comprehensive Income (loss)Note 15. Stock and Incentive Programs For Employees and DirectorsNote 16. Stockholder Rights PlanNote 17. Segment and Geographic Area InformationNote 18. New Accounting Pronouncements

Exhibits

2.1 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). 2.2 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). 2.3 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 Form 8-K filed October 3, 2016). 2.4 Asset Purchase Agreement, dated as of September14, 2020, among R. R. Donnelley& Sons Company, Donnelley Logistics Services Worldwide, Inc., TForce Worldwide, Inc. and TForce Holdings USA, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on September 15, 2020). 3.1 Restatement of Certificate of Incorporation of R.R. Donnelley & Sons Company (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on October 30, 2019). 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 Form 8-K filed on October 3, 2016). 4.1 Description of Securities (filed herewith) 4.4 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) 4.5 Indenture, dated as of June18, 2020, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on June 19, 2020). 4.6 Indenture, dated as of March30, 2020, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on April 3, 2020). 4.7 Rights Agreement, dated as of August 28, 2019, between R.R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K/A filed August 29, 2019). 4.8 First Amendment to Rights Agreement, dated as of August17, 2020, between R. R. Donnelley& Sons Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed August 18, 2020). 10.1 Amended and Restated 2017 Performance Incentive Plan (incorporated by reference to Appendix B to the Companys Annual Proxy Statement on Schedule 14A, filed on April 8, 2019)* 10.2 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)* 10.3 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)* 10.4 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)* 10.5 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)* 10.6 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 on October 3, 2016)* 10.7 Form of Restated Employment Letter for Executive Officers (other than CEO) (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on March 5, 2019)* 10.8 Senior Leadership Separation Pay Plan Form of Restated Employment Letter for Executive Officers (other than CEO) (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K, filed on March 5, 2019)* 10.9 Form of Change in Control Agreement (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K, filed March 5, 2019)* 10.10 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)* 10.11 Form of Option Agreement for Executive Officers(incorporated by reference to Exhibit 10.11 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.12 Form of Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.12 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.13 Form of Performance Stock Unit Award Agreement for Executive Officers (2018) (incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.14 Form of Performance Stock Unit Award Agreement for Executive Officers (2019) (incorporated by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.15 Form of Phantom Performance Stock Unit Award Agreement for Executive Officers (2019) (incorporated by reference to Exhibit 10.16 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.16 Form of Restricted Stock Unit Award Agreement for Executive Officers (2018) (incorporated by reference to Exhibit 10.18 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.17 Form of Restricted Stock Unit Award Agreement for Executive Officers (2019) (incorporated by reference to Exhibit 10.19 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.18 Form of Phantom Restricted Stock Unit Award Agreement for Executive Officers (2018) (incorporated by reference to Exhibit 10.20 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.19 Form of Phantom Restricted Stock Unit Award Agreement for Executive Officers (2019) (incorporated by reference to Exhibit 10.21 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020)* 10.20 Form of Long-Term Incentive Cash Award Agreement (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 27, 2019)* 10.21 Form of Phantom Restricted Stock Unit Award Agreement for Directors (filed herewith)* 10.22 Form of Restricted Stock Unit Award Agreement for Directors (filed herewith)* 10.23 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 on October 3, 2016).* 10.24 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)* 10.25 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)* 10.26 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 on October 3, 2017). 10.27 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 on October 15, 2018) 10.28 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 on October 15, 2018) 21 Subsidiaries of the Company (filed herewith) 23 Consent of Deloitte & Touche LLP (filed herewith) 24 Power of Attorney (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)