UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2020~~2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

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 incorporation or organization)		(I.R.S. Employer Identification No.)
35 West Wacker Drive, Chicago, Illinois		60601
(Address of principal executive offices)		(ZIP Code)

(312) 326-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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 such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐

Accelerated filer ☑

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the shares of registrant’s common stock held by non-affiliates based on the sale price of the common stock on June 30, ~~2020~~2021 was $83440,~~593~~834,~~579~~717.

As of February 2218, ~~2021~~2022, 7175,~~411~~212,~~564~~238 shares of common stock were outstanding.

Documents Incorporated By Reference

~~Portions~~Information required in Part III of ~~the~~this ~~registrant’s~~Annual ~~proxy~~Report ~~statement~~on ~~related~~Form 10-K is incorporated herein by reference to ~~its~~our ~~annual~~definitive ~~meeting~~proxy ofstatement ~~stockholders~~or ~~scheduled~~amendment to bethis ~~held~~Form on10-K ~~May 20,~~to ~~2021~~be ~~are~~filed ~~incorporated~~with bythe ~~reference~~SEC ~~into~~no ~~Part~~later ~~III~~than ofMay ~~this~~2, ~~Form 10-K~~2022.

Auditor Firm Id:

PCAOB ID No. 34

Auditor Name:

DELOITTE & TOUCHE LLP

Auditor Location:

Chicago, IL

TABLE OF CONTENTS

	Form 10-KItem No.	Name of Item	Page
Part I
	Item 1.	Business		3
	Item 1A.	Risk Factors		10
	Item 1B.	Unresolved Staff Comments		1819
	Item 2.	Properties		1820
	Item 3.	Legal Proceedings		1820
	Item 4.	Mine Safety Disclosures		1920
		Information About Our Executive Officers		2021
Part II
	Item 5.	Market for R. R. Donnelley & Sons Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		2122
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2324
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		3935
	Item 8.	Financial Statements and Supplementary Data		3936
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		3936
	Item 9A.	Controls and Procedures		4036
	Item 9B.	Other Information		4239
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		39
Part III
	Item 10.	Directors and Executive Officers of R. R. Donnelley & Sons Company and Corporate Governance		4239
	Item 11.	Executive Compensation		4239
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		4239
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		4339
	Item 14.	Principal Accounting Fees and Services		4339
Part IV
	Item 15.	Exhibits, Financial Statement Schedules		4339
	Item 16.	Form 10-K Summary		4340
		Signatures		4744

PART I

ITEM 1.

BUSINESS

Company Overview

R. R. Donnelley & Sons Company (“RRD,” the “Company,” “we,” “us,” and “our”), a Delaware corporation, ishelps aorganizations ~~leading~~communicate ~~global~~more ~~provider~~effectively ofby ~~multichannel~~working ~~business~~to ~~communications~~create, ~~services~~manage, produce, distribute and ~~marketing~~process ~~solutions~~content on behalf of our clients. We assist clients in developing and executing multichannel communication strategies that engage audiences, reduce costs, drive revenues and enhance compliance. Our innovative content management offering, production platform, supply chain management, outsourcing capabilities and customized consultative expertise assists our clients in the delivery of integrated messages across multiple media to highly targeted audiences at optimal times to their customers in virtually every private and public sector. We have strategically located operations that provide local service and responsiveness while leveraging the economic, geographic and technological advantages of a global organization.

InOn ~~2020~~December 14, to2021, ~~focus~~we onentered ~~our~~into ~~core~~a ~~product~~definitive ~~and~~merger ~~service~~agreement ~~offerings,~~under which we ~~completed~~agreed ~~our plan~~ to ~~exit~~be ~~our~~acquired ~~Logistics~~by ~~Business.~~affiliates ~~This~~of ~~business~~Chatham ~~included~~Asset ~~Print~~Management, ~~Logistics~~LLC (“Chatham”), ~~which~~a ~~was~~leading ~~disposed~~private investment firm. Under the terms of onthe ~~July~~merger 2agreement, ~~2018;~~an ~~Courier~~affiliate ~~Logistics,~~of ~~which~~Chatham ~~was~~will ~~disposed~~acquire all of onthe ~~March~~outstanding 2,shares ~~2020;~~of ~~DLS~~RRD ~~Worldwide,~~common ~~which~~stock ~~was~~not ~~disposed~~already ofowned ~~November~~by 2Chatham, ~~2020;~~ and ~~International~~RRD ~~Logistics~~stockholders ~~which~~will ~~was~~receive ~~disposed~~$10.85 ofper onshare ~~November~~in 3,cash ~~2020.~~for ~~These~~each ~~businesses~~share ~~were~~of ~~included~~RRD incommon ~~the~~stock. All ~~Business~~regulatory ~~Services~~approvals ~~segment~~have been obtained and ~~primarily~~at ~~provided~~a ~~logistics~~special ~~services~~meeting toon aFebruary ~~broad~~23, ~~range~~2022, ofRRD’s ~~clients~~stockholders inapproved the ~~United~~proposed ~~States and globally~~merger. The ~~financial~~merger ~~results~~with ofChatham ~~these~~is ~~businesses~~expected ~~have~~to ~~been~~close ~~excluded~~on ~~from~~February ~~continuing~~25, ~~operations~~2022. ~~and~~Upon ~~segment~~completion ~~results~~of ~~for~~the ~~all~~transaction, ~~periods~~RRD’s ~~presented~~shares ~~unless~~will ~~otherwise~~no ~~noted.~~longer ~~Refer~~trade ~~to Note~~on 2the ~~–Discontinued~~New ~~Operations to~~York ~~our~~Stock ~~Consolidated~~Exchange ~~Financial~~and ~~Statements~~RRD ~~for~~will ~~additional~~become ~~information~~a private company.

Competitive Strategy

Our key strategic focus areas, which leverage our long-standing client relationships and comprehensive portfolio of capabilities, are as follows:

•

Driving Profitable Growth: We intend to drive profitable growth in each of our core businesses and shift our portfolio mix toward higher growth segments.

• Extending our Capabilities: We intend to extend the range of our capabilities, products and service offerings to fuel organic growth from our global client base.

• Expanding Print and Digital Technology Platforms: We intend to continue expanding our print and digital technology platforms with innovative content management, data analytics, and multichannel capabilities for targeted markets.

•

Optimizing Business Performance: We intend to optimize our business performance by providing exceptional service and product quality to our clients while aggressively reducing our costs in order to improve margins and fund our transformation efforts.

• Disciplined Capital Allocation: We intend to maintain a disciplined approach to capital allocation with an added focus on reducing our leverage, while also investing in our future through strategic ~~acquisitions~~capital investments and ~~business partnerships~~acquisitions.

Segment Descriptions

Our ~~reportable~~ segments and their product and service offerings are summarized below. :

Business Services

~~Our~~ Business Services ~~segment~~ provides customized solutions at scale to help clients inform, service and transact with their customers. The segment’s primary product and service offerings include commercial print, packaging, labels, statement printing, ~~labels,~~ supply chain management, forms and business process outsourcing. This segment also includes all of our operations in Asia, ~~Canada~~Europe, ~~Europe~~Canada and Latin America. In ~~2020~~2021, our Business Services segment accounted for 7778.38% of our consolidated net sales.

Commercial Print

We provide various commercial printing products and offer a full range of branded materials including manuals, publications, brochures, business cards, flyers, post cards, posters and promotional items. Commercial print accounted for 3639.83% of our Business Services segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Packaging

We provide packaging solutions, ranging from rigid boxes to in-box print materials, for clients in consumer electronics, life sciences, cosmetics and consumer packaged goods industries. Packaging accounted for 1819.7% of our Business Services segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Labels

We produce custom labels for clients across multiple industries including warehouse and distribution, retail, pharmaceutical, manufacturing and consumer packaging. We offer distribution and shipping labels, healthcare and durable goods labels, promotional labels and consumer product goods packaging labels. Labels accounted for 13.56% of our Business Services segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Statements

We create critical business communications, including customer billings, financial statements, healthcare communications and insurance documents. Our capabilities include design and composition, variable imaging, email, archival and digital mail interaction, as well as our innovative RRDigital solution set. Statements accounted for 1211.0% of our Business Services segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Supply Chain Management

We provide workflow design to assembly, configuration, kitting and fulfillment for clients in life sciences and healthcare, consumer electronics, telecommunications, cosmetics, education and industrial industries. During 2020 and 2021, we experienced a significant increase in demand for our kitting services driven by COVID-19-related orders. Supply chain management accounted for 97.02% of our Business Services segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Forms

We produce a variety of forms including invoices, order forms and other business forms that support both the private and public sectors for clients in financial, government, retail, healthcare and business services industries. Forms accounted for 5.50% of our Business Services segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Business Process Outsourcing

We provide outsourcing services including creative services, research and analytics, financial management and other services for legal providers, insurance, telecommunications, utilities, retail and financial services companies. Business process outsourcing accounted for 4.52% of our Business Services segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Marketing Solutions

~~Our~~ Marketing Solutions ~~segment~~ leverages an integrated portfolio of data analytics, creative services and multichannel execution to deliver comprehensive, end-to-end solutions. The segment’s primary product and service offerings include direct marketing, in-store marketing, digital print, kitting, fulfillment, digital and creative solutions and list services. In ~~2020~~2021, our Marketing Solutions segment accounted for 2221.72% of our consolidated net sales.

Direct Marketing

We provide audience segmentation, creative development, program testing, print production, postal optimization and performance analytics for large-scale personalized direct mail programs. Direct marketing accounted for 5150.47% of our Marketing Solutions segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Digital Print and Fulfillment

Using digital and offset production capabilities, we provide in-store marketing materials, including signage and point-of-purchase materials, as well as custom marketing kits that require multiple types of marketing collateral. Under the trade name MotifTM, we also create custom photobooks. Digital print and fulfillment accounted for 3941.40% of our Marketing Solutions segment’s net sales for the fiscal year ended December 31, ~~2020~~2021.

Digital and Creative Solutions

We help clients manage their customer data in order to better understand their customers and guide more effective marketing communications efforts. In addition, we create, edit and manage content for delivery across multiple marketing communications channels including print and digital advertising, direct marketing and mail, packaging, sales collateral, in-store marketing and social media. Digital and creative solutions accounted for 98.23% of our Marketing Solutions segment’s net sales for the year ended December 31, ~~2020~~2021.

Corporate

Our Corporate segment consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal, finance, communications, certain facility costs and last-in-first-out inventory provisions. In addition, certain costs and earnings of employee benefit plans, such as pension and other postretirement benefits (“OPEB”) plan expense (income) and share-based compensation, are included in Corporate and not allocated to the operating segments. Corporate also manages our cash pooling structures, which enables participating international locations to draw on our international cash resources to meet local liquidity needs.

Business Dispositions

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

On October 25, 2019, we completed the sale of substantially all of the Global Document Solutions (“GDS”) business within the Business Services segment. GDS primarily provided statements and print management services in Europe. Additionally, during the year ended December 31, 2019, we sold the R&D business and our subsidiary, RR Donnelley Editora e Grafica Ltda. (“RRD Brazil”), filed for bankruptcy liquidation in bankruptcy court in Brazil. The operations of these three businesses were included in the Business Services segment.

Markets

The print and related services industry, in general, continues to have excess capacity and remains highly competitive and fragmented. Our clients operate in an evolving and ever-changing market. While the market is large and fragmented, there are tremendous changes occurring in how organizations need to create, manage, deliver and measure their communications. Some of the key factors facing our clients include regulatory changes, sensitivity to economic conditions, raw material pricing volatility and United States Postal Service (“USPS”) actions. In addition, technological changes, including the electronic distribution of documents and data, online distribution and hosting of media content, and advances in digital printing, print-on-demand and internet technologies, continue to impact the market for many of our products and services.

We believe that, across our range of products and services, competition is based primarily on quality and the ability to service the special needs of clients at a competitive price. Therefore, we believe we need to continue to differentiate our product and service offerings and aggressively manage our cost structure to remain competitive. Our business is differentiated by the wide array of quality communications products and services, including print and content management, we provide for our clients. We work with our clients to create, manage, deliver and optimize their multichannel communications strategies by providing innovative solutions to meet increasing customer demands in light of the large and evolving marketplace. We also continue to develop our creative and design, content management, digital and print production, supply chain management and distribution services to address our clients’ evolving needs while supporting the strategic objective of becoming a leading global provider of integrated communication products and services.

Refer to Part 1I Item 1A “Risk Factors” and Part 11II Item 7 ‑Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding the impact of COVID-19 on our business.

Seasonality

Advertising and consumer spending trends affect demand in several of the end-markets we serve. As such, we have some seasonality in our business, mostly in the second half of the year, despite the breadth of our product and service offerings.

Resources

The primary raw materials we use in our print businesses are paper and ink. We negotiate with leading suppliers to maximize our purchasing efficiencies. Some of the paper we use is supplied directly by clients. ~~Variations~~During in2021, ~~the~~we ~~cost~~have ~~and~~seen ~~supply~~price ofincreases ~~certain~~from ~~paper~~nearly ~~grades~~all ~~and~~of ~~ink~~our ~~formulations~~material ~~used~~suppliers in ~~the~~all ~~manufacturing process may affect our consolidated financial results~~categories. Notably, ~~Paper~~paper ~~prices~~products have ~~fluctuated~~seen ~~over~~significant ~~the~~price ~~past~~increases ~~few~~primarily ~~years~~caused ~~and~~by wesupply ~~expect~~shortages ~~continued~~from ~~volatility~~key ~~in the foreseeable future~~suppliers. ~~Generally,~~The ~~clients~~supply ~~directly~~shortages ~~absorb the impact of changing prices on client-supplied paper. With respect to paper we purchase, we~~ have ~~historically~~been ~~passed~~caused ~~most changes~~ in ~~price~~part ~~through~~by tomanufacturing ~~our~~capacity ~~clients~~reductions, ~~although~~labor inshortages ~~many~~and ~~cases~~other ~~there~~supply ischain ~~a delay based on terms within individual client contracts~~disruptions. We, ~~believe contractual arrangements~~ and ~~industry practice will support~~ our ~~continued ability to pass on any future paper price increases~~suppliers, ~~but~~have ~~there~~also isexperienced nolabor ~~assurance~~shortages ~~that~~and ~~market~~increased ~~conditions~~wage ~~will~~pressure ~~continue~~for tomanufacturing ~~enable~~workers usdue to ~~successfully~~current domarket soconditions. WeFurther, ~~believe~~we ~~that~~experienced ~~the paper~~ supply ischain ~~consolidating,~~disruptions and ~~there~~shipping ~~may~~delays becaused ~~shortfalls~~by incontainer ~~the~~shortages ~~future~~ in ~~supplies~~key ~~necessary~~domestic ~~to meet the demands of the entire marketplace. Higher paper prices~~ and ~~tight~~international ~~paper~~ports, ~~supplies~~including ~~may have an impact on clients’ demand for printed products~~China. We ~~have~~expect ~~undertaken~~these ~~various~~factors ~~strategic initiatives~~ to ~~mitigate~~continue ~~any~~for the foreseeable ~~supply disruptions with respect to our paper and ink requirements~~future.

To mitigate the effect of raw material shortages, inflationary pressures and other supply chain disruptions, we have offered our clients product alternatives, new formats, and in some cases secured new suppliers. We have also implemented price increases to pass inflationary costs along to our clients. Generally, clients directly absorb the impact of changing prices on client-supplied paper. With respect to paper we purchase, we have historically passed most changes in price through to our clients although in many cases there is a delay based on terms within individual client contracts. We believe contractual arrangements and industry practice will support our continued ability to pass on any future paper price increases, but there is no assurance that market conditions will continue to enable us to successfully do so.

In addition, we are working closely with transportation suppliers and increasing inventory levels to help ensure product availability, and we continue to aggressively pursue cost reductions across the Company to offset inflationary pressures. However, variations in the cost and supply of raw materials used in the manufacturing process and rising labor costs, may affect our consolidated financial results.

We continue to monitor the impact of changes in the price of crude oil and other energy costs, which impact our ink suppliers and manufacturing costs. Crude oil, energy prices and market cost of transportation continue to be volatile. We generally cannot pass on to clients the impact of higher energy prices on our manufacturing costs. We cannot predict sudden changes in energy prices and the impact that possible future changes in energy prices might have upon either future operating costs or client demand or the related impact either will have on our consolidated annual results of operations, financial position or cash flows.

We do not believe that our business is dependent upon any single patent or group of patents. We actively monitor the registrations of our trademark and patent portfolio to ensure that our intellectual property is appropriately protected and maintained.

Distribution

Our products are distributed to end-users through U.S. and foreign postal services, through retail channels, electronically or by direct shipment to client facilities. In cooperation with trusted logistics vendors, we manage the distribution of most client products we print in the U.S. and Canada to maximize efficiency and reduce costs for clients.

As a leading mail -service -provider of both First-Class Mail and USPS Marketing mail, we are ranked by the USPS as one of the largest preparers of mailings in the U.S. We work closely with our clients and the USPS to offer innovative products and mail preparation services to minimize postage costs. While we do not directly absorb the impact of higher postage rates on our clients’ mailings, demand for products distributed through the U.S. or foreign postal services has been negatively impacted by increases in postage rates, as postal costs are a significant component of many clients’ cost structures.

In accordance with the 2006 Postal Accountability and Enhancement Act (“PAEA”), the Postal Regulatory Commission (“PRC”) adjusted and approved USPS filings for a CPI based average price increase of 1.5% to 1.98% depending on the major class of mail. The new prices took effect on January 2624, ~~2020~~2021.

OnAdditionally, ~~November~~as ~~18,~~required ~~2020~~on the 10-year anniversary of PAEA, the PRC ~~approved~~initiated a comprehensive ~~USPS~~review ~~filing~~of its regulations on December 20, 2016, to determine if the current system for aregulating ~~CPI~~rates ~~based~~and ~~average~~classes ~~price~~for ~~increase~~market-dominant products is still achieving the original objectives of 1the law.5% After multiple years of deliberation the PRC concluded that the current system was not meeting all of PAEA’s original objectives and issued its final ruling on November 30, 2020, The ruling expanded USPS pricing authority to consider: 1) the higher cost implications caused by the declining average of the number of mail pieces delivered per delivery point, and 2) the congressionally mandated contributions by the Postal Service to fund future employee retirement benefits, respectively referred to as the “Density Adder”, and the “Retirement Adder ”. These additional price adders plus CPI percentage increases will in total determine the overall price increase allowed for the ~~high~~market ~~volume~~dominant mail classes. The Postal Service then used and applied its expanded pricing authority and imposed a second increase during 2021 ranging from 6.8 to 8.8%, which ~~become~~became effective ~~January~~on 24August 29, 2021.

Additionally, as required on the 10-year anniversary of PAEA, the PRC initiated a comprehensive review of PAEA on December 20, 2016, to determine if the current system for regulating rates and classes for market-dominant products is still achieving the original objectives of the law. Accordingly, the PRC concluded that the current system was not meeting all of PAEA’s original objectives and after careful consideration of mailing industry stakeholder input, issued its final order on November 30, 2020. The final PRC order provides the USPS with additional discretionary rate-making authority, above CPI, estimated at 5.5 %, that could be partially divided and used during 2021 and/or 2022.

While we do not directly absorb the impact of higher postal rates on our clients’ mailings, demand for products distributed through the U.S. or foreign postal services has been negatively impacted by increases in postal rates, as postal costs are a significant component of many clients’ cost structures.

Clients

We have approximately 3025,000 clients worldwide, including 9492% of the Fortune 100, 8279% of the Fortune 500 and 7167% of the Fortune 1000. Our products and services enable some of the world’s largest companies to create, manage and deliver comprehensive and cost-effective multi-channel communications around the world. For each of the years ended December 31, ~~2020~~2021, ~~2019~~2020 and ~~2018~~2019, no single client accounted for 10% or more of consolidated net sales.

Cybersecurity

Our cybersecurity program is designed for needs and expectations of our clients who entrust us with highly sensitive information. Furthermore, our healthcare and insurance printing businesses are subject to industry-specific data regulations, including the Health Care Insurance Portability and Accountability Act of 1996, which could subject us and our clients to liability should sensitive ~~customer~~client or patient information be publicly disclosed. Our infrastructure and technology, highly-trained global workforce and comprehensive security and compliance program enable us to safely process, store and protect ~~customer~~client information in compliance with relevant regulations.

Our infrastructure and technology security capabilities are bolstered by our relationship with a leading data center services provider. Furthermore, our networks are monitored by intrusion detection services around the clock, and our systems and applications are routinely tested for vulnerabilities and are operated under a strict patch management program.

We employ a highly skilled IT workforce to implement our cybersecurity programs and to handle specific security responsibilities. As a result of annual mandatory security awareness training, our IT workforce is trained to address security and compliance-related issues as they arise. Additionally, our IT employees are carefully screened, undergo a thorough background check and are bound by a nondisclosure agreement that details such employee’s security and legal responsibilities with regard to information handling.

Our infrastructure and technology security capabilities are bolstered by our relationship with a leading data center services provider. Furthermore, we employ a highly skilled IT workforce to implement our cybersecurity programs and to handle specific security responsibilities. As a result of annual mandatory security awareness training, our IT workforce is trained to address security and compliance-related issues as they arise. Additionally, our IT employees are carefully screened, undergo a thorough background check and are bound by a nondisclosure agreement that details such employee’s security and legal responsibilities with regard to information handling.

In December 2021, we identified a systems intrusion in our technical environment. In response, we promptly implemented a series of containment measures to address the situation, including activating our incident response protocols, shutting down servers and systems and commencing a forensic investigation. We also engaged cybersecurity experts to examine the incident and oversee the implementation of appropriate remedial actions. However, we became aware in mid-January 2022 that certain of our corporate data, the nature of which is continuing to be actively examined, was accessed and exfiltrated. To the extent any confidential client data is found in this data, the Company has and will continue to inform impacted clients within a reasonable time. We also notified and continue to work with appropriate law enforcement authorities. As a precautionary measure, we isolated a portion of our technical environment in an effort to contain the intrusion.

At this time, we have restored the affected systems and returned to normal levels of operations, and believe that the steps taken to isolate and remediate the identified threat have been effective. While we do not currently believe that this security event has or will result in a material adverse impact to the Company, data review and assessment related to this event remain ongoing, and we may determine in the future that such event had or will have a material adverse impact on our business, results of operations, financial condition or cash flows.

Government Regulations

ItOur ~~is our~~ policy is to conduct our global operations in accordance with all applicable laws, regulations and other requirements. It is not possible to quantify with certainty the impact of potential failures regarding our compliance with these laws and regulations, including environmental matters and resulting remediation and other compliance efforts that we may undertake in the future. However, in our opinion, compliance with present environmental protection laws, before taking into account estimated recoveries from third parties, will not have a material adverse effect on our consolidated annual results of operations, financial position or cash flows.

Human Capital

RRD’s approximately 3332,000 employees worldwide represent our most important asset. We are committed to prioritizing a diverse, equitable and inclusive workplace, which allows us to attract and, importantly, retain high quality talent. Our laser focus on the health, safety and ~~safety~~well-being of our employees helps us to maintain our qualified workforce and develop leaders for the future.

Diversity, Equity and Inclusion

We are committed to diversity, equity and inclusion from the membership of the Board of Directors through all layers of our employee ranks. Women represent 50% of our independent directors on the Board of Directors and 25% of our executive leadership team. Our priorities, and the signing of the Parity Pledge in 2017 reflect our commitment to increasing the percentage of women in leadership roles across our company.

We are also focused on representation by historically underrepresented groups including, racial minorities and LGBTQ employees in our U.S. businesses. We are committed to diversifying our workforce and increasing representation of all underrepresented groups in our Board and leadership teams.

In 2020, we launched a new committee, the purpose of which is to focus on and formalize diversity, equity and inclusion initiatives for the Company, communicate broadly, and ensure that every employee feels respected and appreciated and can contribute to their fullest potential.

To ensure ~~its~~RRD’s continued focus on diversity, equity and inclusion, executive team members are expected to consider at least one woman and one racial/ethnic minority in hiring for open positions on their teams. The Board receives ongoing updates on these priorities as well as on the hiring by the executive leadership team. In 2021, our CEO and CHRO were given a goal that all new hires or promotions into Director or higher levels at the Company must be at least 50% women or racially diverse candidates. The Company met that goal in 2021 despite a challenging labor market.

In January 2022, we announced that we received a score of 95 out of 100 on the Human Rights Campaign Foundations 2022 Corporate Equality Index, the nation’s foremost benchmarking survey and report measuring corporate policies and procedures related to LGBTQ+ workplace equality.

Pay Equity

We are committed to paying employees equally for like work, at like levels, in like geographical areas, with similar years of experience, regardless of an employee’s gender, race, ethnicity, sexual orientation, or other personal characteristics. We have reviewed a variety of positions to ensure pay equity and made adjustments where needed. We regularly review our compensation process and, at this time, we have not identified any specific, significant systemic issues in our compensation process.

Employee Engagement

In 2020 and 2021, we were diligent in surveying our employees throughout the impact of COVID-19 to ensure that employees understood what resources were available to them, how to request assistance (including through our Employee Assistance Program), and how to navigate novel work environments in an unprecedented ~~year~~time. On the whole, the organization pivoted and adapted efficiently and without significant issues in a rapidly changing landscape. ~~Within~~ ~~our~~Essentially ~~manufacturing~~all ~~facilities,~~of our ~~employees~~manufacturing facilities were deemed to be essential ~~nearly~~by ~~across~~applicable ~~the~~government ~~globe~~agencies, ~~which~~and ~~kept~~as a result our employees ~~working~~have continued to work throughout the pandemic. As such, when COVID-19 hit our facilities in the U.S. and abroad, we immediately implemented rigorous cleaning procedures, mandated the wearing of masks, and required physical distancing where possible. If an employee disclosed a positive COVID-19 test, we deep cleaned areas the employee had visited and engaged in contact tracing.

Because of our successful performance and the extraordinary engagement of our essential employees, in December 2020, we were able to pay a year-end bonus to employees not otherwise eligible for a bonus. This employee group included full-time hourly workers, managers, supervisors, facility workers and other non-sales employees who are not eligible for the annual incentive plan or commissions that are available to certain managers, directors, vice presidents and other executives. Throughout 2021, we were able to increase hourly wages at a number of our facilities based on the continued extraordinary efforts of our employees.

We also maintain a robust open door process to capture, investigate and timely respond to employee concerns. Throughout 2020 and 2021, we listened carefully as employees raised new issues during these unprecedented times and responded with due speed.

Finally, we provided our workforce with engagement opportunities, including through our Global Women’s Business Resource Group, inclusion councils, and dialogues hosted by our diversity, equity and inclusion leadership team.

Training and Development

A critical component of our investment in our employees is the provision of virtual and self-directed learning and development. This training covers topics from sexual harassment prevention, ADA awareness, IT security and a wide variety of anti-corruption and compliance programs. In ~~2020~~2021, 99.97% of employees timely completed their required training.

In addition to compliance related training, we also offer leadership and job skills training in order to continue to grow and develop our diverse workforce.

In 2021, the Company engaged a vendor to train the Executive Leadership Team ("ELT") in diversity in hiring and retention at the Company. Since the Company prioritizes diversity in its hiring at all levels and understands that diversity in leadership will lead to more diversity throughout the Company, it has made continued education and heightened awareness of these issues a top priority for the ELT and for all leaders at the Company, including those on the Human Resources Team.

Health and Safety

As a manufacturing company, operations in our facilities continue to represent our greatest safety and health risks for our employees. Managing and mitigating risks at our facilities is the top priority for the executive team and every employee around the world. Safety has routinely been a part of our performance metrics for leadership in our facilities and one indicator of success in this area is our recordable case rate, ~~for~~ which weis ~~have maintained~~ at the lowest level since becoming a stand-alone company in 2016.

~~The~~We ~~COVID-19~~are ~~pandemic~~continually ~~significantly~~evolving ~~affected~~our policies and procedures to adhere to the ~~business~~latest ~~community~~best practices being provided by the Centers for Disease Control (“CDC”) and ~~our~~World ~~Company~~Health inOrganization ~~2020~~(“WHO”). WeOur ~~established~~cross-functional a COVID~~-19~~ Task Force ofcreated ~~leaders~~at ~~from~~the ~~facility~~onset ~~operations,~~of ~~EHS,~~the ~~human~~pandemic ~~resources~~has developed safety measures, ~~legal~~policies, ~~finance~~ and ~~other~~procedures ~~business~~for ~~leaders~~our workplace. ~~The~~ ~~Task~~We ~~Force~~have ~~has~~implemented ~~monitored~~flexible ~~guidance~~working ofpolicies, ~~the~~including ~~CDC~~telecommuting and ~~WHO~~staggered onshifts, ~~management~~while ofallowing ~~viral~~for ~~spread,~~voluntary ~~implemented~~leaves ~~policies~~of ~~and~~absence. ~~procedures~~We ~~consistent~~have ~~with~~encouraged ~~CDC~~vaccinations and ~~WHO~~have ~~guidance~~begun to ~~ensure~~welcome ~~the~~employees ~~health~~back ~~and~~into ~~safety~~our ofoffices ~~our~~on ~~employees,~~a ~~investigated~~voluntary ~~and~~basis ~~monitored~~using ~~cases~~a ofcautious ~~the~~approach. ~~virus~~We continue to enforce social distancing policies within ~~the~~all ~~Company~~of our facilities, follow local and ~~implemented~~state ~~extraordinary~~guidelines ~~cleaning~~concerning ~~efforts~~face ifcoverings, ~~exposure~~and ~~concerns~~provide ~~arose. The~~training ~~proactive~~for ~~measures~~adherence ~~taken~~to ~~helped~~personal ~~minimize~~hygiene ~~viral~~best ~~spread~~practices ~~within~~in ~~our~~line ~~employee~~with ~~population~~CDC ~~throughout~~and ~~2020~~WHO guidelines.

Available Information

We maintain an Internet website at www.rrd.com where our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon as reasonably practicable following the time they are filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Reports, proxy and information statements and other information that is filed electronically with the SEC are also available on our website the SEC’s website at www.sec.gov.

The Principles of Corporate Governance of our Board of Directors, the Charters of the Audit, Human Resources and Corporate Responsibility & Governance Committees of the Board of Directors and our Principles of Ethical Business Conduct are also available on the Investor Relations portion of www.rrd.com, and will be provided, free of charge, to any stockholder who requests a copy. References to our website address do not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not incorporated by reference into this Annual Report on Form 10-K.

Forward-Looking Statements

This Annual Report on Form 10-K and any documents incorporated by reference contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on our beliefs and assumptions. Generally, forward-looking statements include information concerning our possible or assumed future actions, events, or results of operations ~~of ours~~. These statements may include, or be preceded or followed by, the words “may,” “will,” “should,” “might,” “could,” “would,” “potential,” “possible,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “hope” or similar expressions and their negative variations. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Forward-looking statements are not guarantees of performance. The factors identified below are believed to be significant factors, but not necessarily all of the significant factors, that could cause actual results to differ materially from those expressed in any forward-looking statement. Unpredictable or unknown factors could also have material effects on us.

The following important factors, in addition to those discussed elsewhere in this Annual Report on Form 10-K, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

•

the pendency of our agreement to be acquired by Chatham Asset Management could have an adverse effect on our business;

•

adverse changes in global economic conditions and the resulting effect on the businesses of our clients, including changes related to COVID-19;

•

demand for our products and services, including fluctuating orders specifically related to COVID-19;

•

adverse changes in global economic conditions and the resulting effect on the businesses of our clients;

•

changes in customer preferences or a failure to otherwise manage relationships with our significant clients;

•

loss of brand reputation and decreases in quality of client support and service offerings;

•

political and regulatory risks and uncertainty in the countries in which we operate or sell our products and services;

•

taxation related risks in multiple jurisdictions;

•

adverse credit market conditions and other issues that may affect our ability to obtain future financing on favorable terms;

•

limitations on our borrowing capacity in our credit facilities;

•

increases in interest rates;

•

our ability to make payments on, reduce or extinguish any of our material indebtedness;

• supply chain issues, including changes in the availability or costs of key materials (such as ink, and paper) or increases in shipping costs; additionally, shipping quotas imposed by major carriers such as Fedex and UPS may impact our cost of shipping and our ability to timely fulfil orders.;

•

our ability to improve operating efficiency rapidly enough to meet market conditions;

•

impairment of assets as a result of a decline in our individual reporting units’ expected profitability;

• our ability and/or our vendors’ ability to implement and maintain information technology and security measures sufficient to protect against breaches and data leakage or the failure to properly use and protect customer, Company and employee information and data, particularly in light of the increased prevalence of remote working arrangements during COVID-19;

•

a failure in or breach of data held in the computer systems we and our vendors maintain;

•

increased pricing pressure as a result of the competitive environment in which we operate;

•

our ability to execute on our portfolio optimization strategies, including potential sales of non-core assets;

•

increasing health care and benefits costs for employees and retirees;

•

changes in our pension and OPEB obligations;

•

adverse trends or events in our operations outside of the United States;

•

the effect of inflation, changes in currency exchange rates and changes in interest rates;

•

catastrophic events which may damage our facilities or otherwise disrupt the business;

•

the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, environmental compliance, health and welfare benefits, price controls and other regulatory matters and the cost, which could be substantial, of complying with these laws and regulations;

• changes in the regulations applicable to our clients, which may adversely impact demand for our products and services;;

•

factors that affect client demand, including changes in postal rates, postal regulations and service levels, changes in the capital markets, changes in advertising markets, clients’ budgetary constraints and changes in clients’ short-range and long-range plans;

•

failures or errors in our products and services;

•

changes in technology, including electronic substitution and migration of paper based documents to digital data formats, and our ability to adapt to these changes;

•

inability to hire and retain a skilled and diverse workforce;

• potential contingent obligations related to LSC and DFIN leases, multiemployer pension plan liabilities, environmental liabilities, and other liabilities associated with the bankruptcy of LSC;

•

the spinoffs resulting in significant tax liability; and

•

other risks and uncertainties detailed from time to time in our filings with the SEC.

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. There may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. Undue reliance should not be placed on such statements, which speak only as of the date of this document or the date of any document that may be incorporated by reference into this document.

9Consequently, readers of this Annual Report on Form 10-K should consider these forward-looking statements only as our current plans, estimates and beliefs. We undertake no obligation to update or revise any forward-looking statements in this Annual Report on Form 10-K to reflect any new events or any change in conditions or circumstances.

Consequently, readers of this Annual Report on Form 10-K should consider these forward-looking statements only as our current plans, estimates and beliefs. We do not undertake and specifically disclaim any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We undertake no obligation to update or revise any forward-looking statements in this Annual Report on Form 10-K to reflect any new events or any change in conditions or circumstances.

ITEM 1A.

RISK FACTORS

Our consolidated results of operations, financial position and cash flows can be adversely affected by various risks. These risks include the principal factors listed below and the other matters set forth in this Annual Report on Form 10-K. You should carefully consider all of these risks.

Business combination risk

The pendency of our merger agreement with Chatham Asset Management, LLC could have an adverse effect on our business.

On December 14, 2021, we entered into a definitive merger agreement under which we agreed to be acquired by affiliates of Chatham Asset Management, LLC (“Chatham”). Under the terms of the merger agreement, an affiliate of Chatham will acquire all of the outstanding shares not already owned by Chatham, and RRD stockholders will received $10.85 per share in cash for each share of RRD common stock. All regulatory approvals have been obtained and at a special meeting on February 23, 2022, RRD’s stockholders approved the proposed merger. The merger with Chatham is expected to close on February 25, 2022.

The announcement and pendency of the merger could cause disruption in our business, including the potential loss or disruption of commercial relationships prior to the completion of the merger. For example, parties with which we do business may be uncertain as to the effects on them of the merger, including with respect to their current or future business relationships with us. These relationships may be subject to disruption as clients, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with us or consider entering into business relationships with other parties. These disruptions could have an adverse effect on the results of our operations, cash flows and financial position. The announcement and pendency of the merger could also have a potential negative effect on our ability to retain management, sales and other key personnel.

The merger agreement generally requires us to operate our business in the ordinary course of business pending consummation of the merger, but includes certain contractual restrictions on the conduct of our business prior to completion of the merger. These restrictions may prevent us from taking certain specified actions or otherwise pursuing business opportunities during the pendency of the merger that may be beneficial to us. In addition, matters relating to the merger (including integration planning) will require substantial commitments of time and resources by our management, which could divert their time and attention. We have also incurred, and will continue to incur, significant non-recurring costs in connection with the merger that we may be unable to recover.

The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the merger or termination of the merger agreement. Completion of the merger is subject to the satisfaction or waiver of a number of conditions, many of which are not within our control. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring. We cannot provide assurance that our pending merger with Chatham will be completed. Failure to complete the merger could also negatively affect our stock price and our future business and financial results.

Transactions like the merger are frequently the subject of litigation or other legal proceedings, including actions alleging that either our board of directors breached their respective fiduciary duties to their stockholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their stockholders or otherwise. Some stockholder litigation has been filed in connection with the planned merger, and additional claims could be filed in the future. We believe that such litigation, claims or proceedings are without merit and we will defend against them, but we might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on our business, results of operation or financial position, including through the possible diversion of either company’s resources or distraction of key personnel.

All of the matters described above, alone or in combination, could materially and adversely affect our business, financial condition, results of operations and stock price.

Market, economic, and industry related risks

Global market and economic conditions, which have been significantly affected by the COVID-19 pandemic, as well as the effects of these conditions on our clients’ businesses, may adversely affect us.

In general, demand for our products and services is highly correlated with general economic conditions. Because a significant part of our business relies on our clients’ advertising spending, which is driven in part by economic conditions and customer spending, a prolonged downturn in the global economy and an uncertain economic outlook may further reduce the demand for printing and related services that we provide to these clients. Delays or reductions in clients’ spending could have an adverse effect on demand for our products and services which may adversely affect our results of operations, financial position and cash flows. Economic weakness and constrained advertising spending may result in decreased revenue, operating margin, earnings and growth rates and difficulty in managing inventory levels and collecting accounts receivable. In addition, client difficulties may result in increases in bad debt write-offs and allowances for credit losses. Economic downturns may also result in restructuring actions and associated expenses and impairment of long-lived assets, including goodwill and other intangibles. Uncertainty about future economic conditions makes it difficult for us to forecast operating results and to make decisions about future investments.

As the COVID-19 pandemic spread across the globe during 2020 and 2021, it strained the global economy which resulted in decreased demand for certain of our products and services, and created tremendous business challenges for us and many of our clients and suppliers. We have taken a number of proactive measures to manage through the impact of the ~~growing~~ongoing pandemic. The extent to which the pandemic continues to impact our operations and the operations of our suppliers and our clients will depend on future developments, which remain uncertain at this time, including the duration of the pandemic, the development and distribution of effective treatments and vaccines, and the degree and ultimate success of government intervention in stabilizing economies around the world. While we continue to identify and capitalize on pandemic-related opportunities, including producing pandemic-related orders, and we continue to implement cost-cutting measures to mitigate the effects of the pandemic, the decreased demand has adversely affected our business, operating results, financial condition and cash flows. Depending on the severity and duration of the global economic decline, revenue declines from decreased client demand has and could continue to materially adversely affect our business, operating results, financial condition and cash flows. Additionally, declining operating results and cash flows may also cause impairments of tangible and intangible assets and an increase in allowance for credit losses as a result of our inability to collect customer accounts receivable balances.

Changes in customer preferences have reduced, and may continue to reduce, demand for our products and services in certain markets. In addition, failure to manage changes in our relationships with our significant clients may have an adverse effect on our results of operations.

Many of the end markets in which our clients compete are experiencing changes due to technological progress and changes in customer preferences. In order to grow and remain competitive, we will need to continue to adapt to future changes in technology, enhance our existing offerings and introduce new offerings to address the changing demands of clients. If we are unable to continue to utilize new and existing technologies to adapt to new distribution methods and address changing customer preferences, our business may be adversely affected.

Technological developments and changing demands of clients may require additional investment in new equipment and technologies. We monitor changes in our clients’ markets and develop new solutions to meet clients’ needs. The development of such solutions may be costly and there is no assurance that these solutions will be accepted by our clients. If we are unable to adapt to technological changes on a timely basis or at an acceptable cost, clients’ demand for our products and services may be adversely affected.

In addition, electronic delivery of documents and data, including the online distribution and hosting of media content, offer alternatives to traditional delivery of printed documents. Customers continue to accept electronic substitution in statement printing and forms while online and digital advertising is impacting clients’ printed advertising spend. The extent to which customers will continue to accept electronic delivery is uncertain and it is difficult to predict future acceptance of these alternatives. Electronic delivery has adversely affected our products, such as forms and statement printing. To the extent that our clients and our client’s customers and regulators continue to accept these alternatives, demand for our products and services may be further adversely affected.

10During 2021, our five largest clients accounted for 12.9% of our net sales in the aggregate. There can be no assurance that our clients will continue to purchase our products in the same mix or quantities or on the same terms as in the past. The loss of or disruptions related to significant clients may result in a reduction in sales or change in the mix of products we sell to significant clients. This may adversely affect our results of operations, financial condition and cash flows.

During 2020, our five largest clients accounted for 12.8% of our net sales in the aggregate. There can be no assurance that our clients will continue to purchase our products in the same mix or quantities or on the same terms as in the past. The loss of or disruptions related to significant clients may result in a reduction in sales or change in the mix of products we sell to significant clients. This may adversely affect our results of operations, financial condition and cash flows.

Additionally, disputes with significant suppliers, including those related to pricing or performance, may adversely affect our ability to supply products to our clients and also our results of operations, financial condition and cash flows.

Our business is dependent upon brand reputation and the quality of our client support and services offerings. If we fail to offer effective client support and services, our brand reputation could be harmed and clients may not use our products and services, which may have an adverse effect on our results of operations.

A high level of client support and service is critical for the successful marketing and sale of our solutions and the maintenance and enhancement of our brand reputation. If we are unable to provide a level of client support and service to meet or exceed the expectations of our clients, we may experience a loss of clients and market share and a decline in our brand reputation which may result in reduced client demand for our products and services. Furthermore, our brand reputation may be impacted by a wide range of factors, some of which are out of our control, including actions of our competitors and third party providers and positive or negative publicity, any or all of which could adversely affect our operations.

We may be adversely affected by rising inflation, a decline in the availability of raw materials, orsupply bychain ~~fluctuations in the costs of paper~~disruptions, ~~ink, energy~~ and ~~other~~labor ~~raw materials~~shortages.

We are dependent on the availability of paper, ink, ~~and~~ other raw materials, and labor to support our operations. AsDuring ~~such~~2021, ~~purchases~~we ofhave ~~paper,~~seen ~~ink,~~price ~~energy~~increases ~~and~~from ~~other~~nearly ~~raw~~all ~~materials~~of ~~represent~~our amaterial ~~large~~suppliers ~~portion~~in ofall ~~our costs~~categories. Notably, ~~Increases~~paper inproducts ~~the~~have ~~costs~~seen ofsignificant ~~these~~price ~~inputs~~increases ~~may~~primarily ~~increase~~caused ~~our~~by ~~costs~~supply ~~and~~shortages wefrom ~~may~~key ~~not~~suppliers. beThe ~~able~~supply toshortages ~~pass~~have ~~these~~been ~~costs~~caused onin topart ~~clients~~by ~~through~~manufacturing ~~higher~~capacity ~~prices.~~reductions, ~~Increases~~labor inshortages ~~the~~and ~~cost~~other ofsupply ~~materials~~chain ~~may~~disruptions. ~~adversely~~We, ~~affect~~and ~~clients’~~our ~~demand~~suppliers, ~~for~~have ~~our~~also ~~printing~~experienced ~~and~~labor ~~related~~shortages ~~services.~~and ~~Other~~increased ~~unforeseen~~wage ~~developments~~pressure infor ~~these~~manufacturing ~~markets~~workers ~~may~~due ~~result~~to incurrent amarket ~~decrease~~conditions. inFurther, ~~the~~we experienced supply ofchain ~~paper,~~disruptions ~~ink~~and orshipping ~~other~~delays ~~raw~~caused ~~materials~~by ~~which~~container ~~may~~shortages ~~adversely~~in ~~affect~~key ~~our~~domestic ~~results~~and ofinternational ~~operations~~ports, ~~financial~~including ~~position~~China. ~~and~~We ~~cash~~expect ~~flows~~these factors to continue for the foreseeable future.

Increases in the costs of our raw materials and labor may increase our costs and we may not be able to pass these costs on to clients through higher prices. Increases in the cost of materials may adversely affect clients’ demand for our printing and related services. Other unforeseen developments in these markets may result in a decrease in the supply of paper, ink or other raw materials which may adversely affect our results of operations, financial position and cash flows.

The highly competitive market for our products and industry consolidation may continue to create adverse price pressures.

The markets for the majority of our product categories are highly fragmented and we have a large number of competitors. We believe excess capacity in our markets has caused downward price pressure and this trend is likely to continue. In addition, consolidation in the markets in which we compete may increase competitive price pressures due to competitors lowering prices.

We believe that selectively pursuing acquisitions is an important strategy for us. If our competitors are able to successfully combine with one another or otherwise consolidate, the competitive landscape would be significantly altered. Such consolidation may create stronger competitors with greater financial resources and broader manufacturing and distribution capabilities than our own, and, if we are not successful with our own efforts to consolidate or adapt effectively to increased competition, the resulting increase in competitive pressures may adversely affect our results of operations, financial position and cash flows.

Undetected errors or failures found in our products and services may result in loss of or delay in market acceptance of our products and services that may seriously harm our business.

Our products and services may contain undetected errors or scalability limitations at any point, but particularly when first introduced or as new versions are released. We frequently release new versions of our products and different aspects of our platform are in various stages of development. Despite testing by us and by current and potential clients, errors may not be found in new products and services until after commencement of commercial availability or use, resulting in a loss of or a delay in market acceptance, damage to our reputation, client dissatisfaction and reductions in net sales and margins, any of which may have an adverse effect on our results of operations, financial condition and cash flows.

Debt and liquidity risks

Adverse financial market conditions, our operating performance and our creditworthiness may limit our ability to obtain future financing and the cost of any such capital may be higher than in past periods.

We have a substantial amount of outstanding debt which could adversely affect our business, results of operations, financial condition and cash flows. Uncertainty and volatility in global financial markets, including from impacts of the COVID-19 pandemic, may cause financial institutions to fail, lenders to reduce lending or investors to reinvest in assets that are considered less risky. The failure of a financial institution that is a lender under our existing senior secured asset-based revolving credit facility (the “ABL Credit Facility”) would reduce its size unless another financial institution was willing to replace such commitments. Future capital markets transactions are dependent on our financial performance as well as market conditions, which may result in receiving financing on terms less favorable to us than our existing financings. In addition, our access to future financing and our ability to refinance existing debt will depend on a variety of factors such as our financial performance, the general availability of credit, our credit ratings and credit capacity at the time we pursue such financing.

Our current corporate credit ratings are below investment grade and, as a result, our financing costs may further increase and our ability to obtain financing may be limited. If adequate capital is not available to us on reasonable terms and our internal sources of liquidity prove to be insufficient, or if future financings require more restrictive covenants, such a combination of events could adversely affect our ability to (i) acquire new businesses or enter new markets, (ii) service or refinance our existing debt, (iii) pay dividends on common stock, (iv) make necessary capital investments, and (v) make other expenditures necessary for the ongoing conduct of our business.

Our ABL Credit Agreement limits our borrowing capacity to the value of certain of our U.S. assets. In addition, our obligations under our ABL Credit Agreement and Term Loan Credit Agreement along with our Secured Notes are secured by substantially all of the assets of the Company and our material domestic subsidiaries and lenders may exercise remedies against the collateral if an event of default occurs.

Our borrowing capacity under our ABL Credit Agreement is equal to the lesser of (i) $~~800~~650.0 million and (ii) a borrowing base formula based on the amount of U.S. accounts receivable, inventory, machinery, equipment and, if we were to so elect in the future, subject to the satisfaction of certain conditions, fee-owned real estate of the Company and our material domestic subsidiaries that are guarantors under the ABL Credit Agreement, subject to certain eligibility criteria and advance rates (collectively, the “Borrowing Base”). In the event of any material decrease in the amount of or appraised value of the assets in the Borrowing Base, our borrowing capacity would similarly decrease, which could adversely affect our business and liquidity.

If an event of a default occurs under our ABL Credit Agreement, orthe lenders’ commitment to extend further credit under our ABL Credit Agreement could be terminated, our outstanding obligations under the ABL Credit Agreement, our credit agreement for the $550 million senior secured Term Loan B (the “Term Loan ~~Credit~~ Agreement”), (collectively, the “Credit Agreements”), and the ~~lenders’~~6.125% ~~commitment~~Secured toNotes ~~extend~~due ~~further~~2026 ~~credit under our ABL Credit Agreement could be terminated, our outstanding obligations under either or both of~~ (the ~~Credit~~“Secured ~~Agreements~~Notes”) could become immediately due and payable, outstanding letters of credit issued under our ABL Credit Agreement may be required to be cash collateralized, and remedies may be exercised against the collateral securing either or both of the Credit Agreements and the Secured Notes. If we are unable to borrow under our ABL Credit Agreement, we may not have the necessary cash resources to fund our operations or to meet scheduled repayments of other outstanding indebtedness and, if any event of default occurs under either Credit Agreement or the indenture for the Secured Notes, there is no assurance that we would have the cash resources available to repay such accelerated obligations, refinance such indebtedness on commercially reasonable terms, or at all, or cash collateralize our letters of credit issued under the ABL Credit Agreement, which would have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~Restrictive covenants in our ABL Credit Agreement and Term Loan Credit Agreement could limit our financial and operating flexibility.~~ 13

~~Our~~Restrictive covenants in our ABL Credit Agreement, ~~and~~ Term Loan Credit Agreement, ~~contain various affirmative~~ and ~~negative~~the ~~covenants~~indenture ~~applicable~~for ~~to us and~~ our ~~subsidiaries.~~Secured ~~Certain~~Notes ~~restrictions~~could onlimit ~~operations become applicable if~~ our ~~borrowing availability under the ABL Credit Agreement falls below certain thresholds. These restrictions could impose significant operating and~~ financial ~~limitations~~ and ~~restrictions~~operating ~~on us, including restrictions on our ability to enter into particular transactions and to engage in other actions that we may believe are advisable or necessary for our business~~flexibility.

12Our ABL Credit Agreement, Term Loan Credit Agreement, and the indenture for our Secured Notes contain various affirmative and negative covenants applicable to us and our subsidiaries. Certain restrictions on operations become applicable if our borrowing availability under the ABL Credit Agreement falls below certain thresholds. These restrictions could impose significant operating and financial limitations and restrictions on us, including restrictions on our ability to enter into particular transactions and to engage in other actions that we may believe are advisable or necessary for our business.

An increase in interest rates could have a material adverse effect on our business.

Borrowings under our Credit Agreements bear interest at rates that are calculated based on the London Interbank Offered Rate (LIBOR) or a base rate plus, in each case, an applicable margin which, in the case of the ABL Credit Agreement, is dependent on the average quarterly borrowing availability under our ABL Credit Agreement. As a result, we are exposed to risks associated with fluctuations in interest rates, including if the U.S. Federal Reserve raises its benchmark interest rate. We may utilize derivative financial instruments, such as interest rate swaps, to manage our interest rate risk. There can be no assurance, however, that increases in interest rates will not adversely affect our business, financial position and results of operations by causing an increase in interest expense. Significantly higher interest rates may also, among other things, reduce the availability and increase the cost of obtaining new debt and refinancing existing indebtedness, as well as negatively impact the market price of our common stock.

In July 2017 the United Kingdom Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA ~~intends~~intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. On ~~November~~December 3031, ~~2020~~2021, the ICE Benchmark Administration (IBA), which ~~compiles and oversees~~administers LIBOR, ~~announced a~~ceased ~~consultation on its intention to cease~~ publication of one-week and two-month U.S. dollar (USD) LIBOR. atThe ~~the~~IBA ~~end~~has ofindicated ~~2021~~that ~~and~~it expects to continue publishing other USD LIBOR tenors until June 2023. ItThe isFederal ~~unknown~~Reserve ~~whether~~Board, ~~any~~Federal ~~banks~~Deposit ~~will~~Insurance ~~continue~~Corporation toand ~~voluntarily~~Office ~~submit~~of ~~rates for~~ the ~~calculation~~Comptroller of ~~LIBOR~~the orCurrency ~~whether~~also ~~LIBOR~~required ~~will~~banks ~~continue~~ to becease ~~published~~entering byinto ~~the~~new ~~IBA~~contracts ~~after~~that ~~these~~use ~~dates~~USD ~~based~~LIBOR onas ~~these~~a ~~submissions~~reference orrate onafter ~~any~~December ~~other~~31, ~~basis~~2021. ItThe ~~is not possible to predict the effect of these changes, other reforms, or the establishment of alternative reference rates, but the~~ potential ~~phase~~cessation ~~out~~ of USD LIBOR could cause market volatility or disruption, which could adversely affect our ~~current or future~~ floating rate debt obligations, including obligations under our ABL Credit Agreement and Term Loan Agreement, our ~~current~~outstanding ~~or future~~ derivative financial ~~instruments~~instrument that ~~utilize~~utilizes LIBOR, and our overall cost of funding.

We may not be able to reduce or extinguish our material indebtedness, and as a result we may have increased financial leverage, which may adversely affect our business.

We have substantial indebtedness and our interest and principal payments are significant. In addition, our Term Loan Credit Agreement ~~requires~~and usthe toindenture ~~make~~for ~~quarterly~~our ~~principal~~Secured ~~payments~~Notes ~~and~~require us to make prepayments with excess cash flow and asset sale proceeds in certain circumstances. If we are unable to reduce this indebtedness, we may continue to have increased financial leverage, which may limit or restrict our ability to operate our business. In addition, our ability to make payments on, repay or refinance, such debt, will depend largely upon our future operating performance.

Spinoff Risks

We may be contingently liable for certain liabilities related to the spin-off of LSC and DFIN

Subsequent to the spinoff of LSC and Donnelley Financial, we may be contingently liable for obligations under various operating leases for office, warehouse and manufacturing locations of LSC and Donnelley Financial. In the event that LSC or Donnelley Financial, or any successor lessee, fail to make lease payments or fail to pay other obligations under these lease agreements, we may be required to satisfy those obligations to the lessor. Our exposure to these potential contingent liabilities decreases over time as LSC and successor lessees and Donnelley Financial pay monthly lease obligations and as the leases expire. As of December 31, ~~2020~~2021, these potential contingent lease obligations were $4929.40 million and $21.82 million for LSC and Donnelley Financial, respectively.

On April 13, 2020, LSC announced that it, along with most of its U.S. subsidiaries, voluntarily filed for business reorganization under Chapter 11 of the U.S. Bankruptcy Code. LSC was subsequently acquired by a third party buyer (“the Buyer”). The Buyer assumed the majority of LSC’s existing leases. We will continue to be contingently liable for these leases until their termination or renewal. ~~We believe our future lease obligations for leases which were not assumed by the Buyer are approximately $3.0 million.~~

We may be also liable for liabilities where we share joint and several liability with LSC and other members of the control group including ~~LSC’s frozen multiemployer pension plan (“MEPP”) liabilities and~~ certain environmental liabilities. WeRefer ~~believe~~to ~~that~~Footnote ~~the~~8 ~~total~~– ~~undiscounted~~Commitments ~~MEPP obligations for which LSC is responsible is approximately $100.0 million~~ and isContingencies ~~payable over an average 13-year period. The amount of our ultimate liability related~~ to ~~LSC's MEPP obligations is contingent upon~~ the ~~outcome~~Consolidated ~~of our negotiations with Donnelley~~ Financial ~~concerning~~Statements how the obligations would be apportioned between us and Donnelley Financial. During the third quarter of 2020, we commenced negotiations with Donnelley Financial related to how the MEPP liabilities would be apportioned between the two parties, and agreed to enter into mediation, and then arbitration if an agreement is not reached though the mediation process. During 2020, we recorded a contingent liability of $37.1 million representing our estimate of the aggregate payments we believe we will be required to make with respect to LSC’s MEPP liabilities. This amount however could be adjusted in the future based on the final allocation as a result of the mediation process or arbitration. Payments to settle this liability are scheduled to be completed by 2034. Actual payments for ~~these~~further ~~contingent liabilities may be greater than the amounts recorded and may adversely affect our results of operations, financial condition or cash flows~~details.

1314

The spinoff transactions of LSC and Donnelley Financial in October 2016 could result in significant tax liability.

We obtained an opinion from our outside legal counsel substantially to the effect that, among other things, the distributions in connection with the spinoff transactions qualify as tax-free distributions under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The opinion will not be binding on the IRS or the courts. Additionally, we have received a private letter ruling from the IRS concluding that certain limited aspects of the distributions will not prevent the distributions from satisfying certain requirements for tax-free treatment under the Code. The opinion and the private letter ruling rely on customary factual representations and assumptions, which if incorrect or inaccurate may jeopardize the ability to rely on such opinion and letter ruling.

If either or both of the distributions do not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, we would be subject to tax as if we had sold the common stock of such spun-off entity in a taxable sale for its fair value. In that case, we expect that RRD stockholders would be subject to tax as if they had received a distribution equal to the fair value of the spun-off entity’s common stock that was distributed to them, which generally would be treated first as a taxable dividend to the extent of our earnings and profits, then as a non-taxable return of capital to the extent of each holder’s tax basis in its Company common stock, and thereafter as capital gain with respect to any remaining value. We expect that the amount of any such taxes to RRD stockholders and us would be substantial if this were to occur.

Regulatory and taxation risks

Our operations are subject to political and regulatory risks in the countries in which we operate.

Our operations may be substantially affected by both domestic and international political or regulatory risk including general political conditions in the countries in which we operate; unexpected legal, regulatory or tax changes; governmental actions which have the effect of restriction on our business or opportunities or make it more expensive for us to operate in those jurisdictions; and changes in tax laws that would reduce net income due to withholding requirements or the imposition of tariffs or other restrictions.

In addition, potential political uncertainty in our developed markets, or the perception of such uncertainty, has had and may continue to have an adverse effect on global economic conditions and the stability of global financial markets. This may reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors may adversely affect our results of operations, financial position and cash flows. Our success will depend, in part, on our ability to effectively anticipate and manage these and other risks associated with our domestic and international operations.

Changes in rules and regulations to which we are subject may increase our costs, which may adversely affect us.

We are subject to numerous rules and regulations, including, but not limited to, product safety, environmental and health and welfare benefit regulations. These rules and regulations may be changed by local, state or federal governments in countries in which we operate. Changes in these regulations may result in a significant increase in our costs to comply. Compliance with changes in rules and regulations may require increases to our workforce, increased cost for compensation and benefits, or investments in new or upgraded equipment. In addition, growing concerns about climate change, including the impact of global warming, may result in new regulations, including with respect to greenhouse gas emissions (including carbon dioxide) and/or “cap and trade” legislation. Compliance with new rules and regulations or changes in existing rules and regulations, as well as the need to address any violations thereof, may result in additional costs, which may adversely affect our results of operations, financial condition and cash flows.

Many of our clients are subject to rules and regulations requiring certain printed or electronic communications, governing the form of such communications and protecting the privacy of customers. For instance, our healthcare and insurance printing businesses are subject to such regulations. Changes in these regulations may impact clients’ business practices and may reduce demand for our products and services. Changes in such regulations may eliminate the need for certain types of communications altogether or may impact the quantity or format of such communications.

We are subject to taxation related risks in multiple jurisdictions.

We are a U.S.-based global company subject to tax in multiple U.S. and foreign tax jurisdictions. Significant judgment is required in determining our global provision for income taxes, deferred tax assets and liabilities and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes.

Many countries are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do business. If U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, which may adversely affect our business, results of operations, financial position and cash flows.

1415

Operational risks

We may be unable to improve our operating efficiency rapidly enough to meet market conditions.

Because the markets in which we operate are highly competitive, we must continue to improve our operating efficiency in order to maintain or improve our profitability. There is no assurance that we will be able to do so in the future. In addition, the need to reduce ongoing operating costs may result in significant up-front costs to reduce workforce, close or consolidate facilities, or upgrade equipment and technology.

A decline in our Company’s or our individual reporting units’ expected profitability may result in the impairment of assets, including goodwill, other long-lived assets and deferred tax assets.

In prior years we have recorded significant goodwill and other long-lived asset impairments and continue to hold goodwill, other long-lived assets and deferred tax assets on our balance sheet. A decline in expected profitability may call into question the recoverability of our remaining goodwill, other long-lived tangible and intangible assets or deferred tax assets and require the write down or write off of these assets or, in the case of deferred tax assets, recognition of a valuation allowance through a charge to income. Such events have had and may continue to have an adverse effect on our results of operations and financial position.

Catastrophic events may damage or destroy our factories, distribution centers or other facilities, which may disrupt our business.

Natural disasters, conflicts, wars, terrorist attacks, fires or other catastrophic events may cause damage or disruption to our factories, distribution centers or other facilities, which may adversely affect our ability to manage logistics, cause delays in the delivery of products and services to our clients, and create inefficiencies in our supply chain. An event of this nature may also prevent us from maintaining ongoing operations and performing critical business functions. While we maintain backup systems and operate out of multiple facilities to reduce the potentially adverse effect of these types of events, a catastrophic event that results in the destruction of any of our major factories, distribution centers or other facilities would affect our ability to conduct normal business operations, which may adversely affect our results of operations, financial position and cash flows.

Human capital risks

We may be unable to hire and retain talented employees, including management.

Our success depends, in part, on our general ability to attract, develop, motivate and retain highly skilled and diverse workforce. The loss of a significant number of our employees or the inability to attract, hire, develop, train and retain skilled personnel, particularly during strong economic periods, may have an adverse effect on us. Various locations may encounter competition with other manufacturers for skilled labor. Many of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices than we offer. In addition, many members of our management team have significant industry experience that is valuable to our competitors. We enter into non-solicitation and, as appropriate, non-competition agreements with certain of our executive officers, prohibiting them contractually from soliciting our clients and employees and from leaving and joining a competitor within a specified period. Our inability to hire and retain talented employees or the loss of senior members of our senior management team may result in challenges or temporary difficulty in managing our business, which may adversely affect our results of operations, financial condition or cash flows.

The trend of increasing costs to provide health care and other benefits to our employees and retirees may continue.

We provide health care and other benefits to employees and retirees. Costs for health care have increased more rapidly than general inflation in the U.S. economy. If this trend in health care costs continues, our cost to provide such benefits may increase, adversely affecting our profitability. Changes to health care regulations in the U.S. may also increase our cost of providing such benefits.

Changes in market conditions or lower returns on assets may increase required pension and OPEB plan contributions in future periods.

The funded status of our pension and OPEB plans is dependent upon many factors, including returns on invested assets and the level of certain market interest rates. Market conditions may lead to changes in the discount rates used to value the year-end benefit obligations of the plans, which may partially mitigate or worsen the effects of lower asset returns. If adverse market conditions were to continue for an extended period of time, our costs and required cash contributions associated with pension and OPEB plans may substantially increase in future periods, adversely impacting our financial condition.

1516

Information technology risks

Our services depend on the reliability of computer systems we and our vendors maintain. If our systems fail or are unreliable, our operations may be adversely affected.

We depend on our information technology and data processing systems to operate our business, and a significant malfunction or disruption in the operation of our systems may disrupt our business and adversely affect our ability to operate and compete in the markets we serve. These systems include systems that we own and operate, as well as those systems of our vendors. Such systems are susceptible to malfunctions and interruptions due to equipment damage and power outages and a range of other hardware, software and network problems, as well as human error, employee misconduct, hacking and cybercrime. We also periodically upgrade and install new systems, which if installed or programmed incorrectly, may cause significant disruptions. If a disruption, such as the security event identified in December 2021 described elsewhere in this Annual Report, occurs, we may incur further losses and costs for interruption of our operations, which may adversely affect our results of operations, financial condition and cash flows.

We have suffered and may in the future suffer a ~~material~~systems ~~data~~intrusion ~~breach~~in ofour ~~sensitive~~technical ~~information~~environment. If our efforts to protect the security of ~~such~~corporate information are unsuccessful, any such ~~material~~further failures may result in significant costs to us to investigate and remediate the data-breach, ~~private~~to ~~litigation~~defend ~~expense~~against ~~and~~private ~~costly~~litigation or government enforcement actions ~~and~~or to pay penalties,. ~~and~~Any such failures may have ana material adverse effect on our results of operations, financial condition, cash flows and reputation.

~~Maintaining~~In ~~the~~December ~~confidentiality~~2021, ~~integrity~~we ~~and~~identified ~~availability~~a ~~of our~~ systems, ~~software~~intrusion ~~and~~in ~~solutions is an issue of critical importance for us and~~ our ~~clients~~technical ~~and~~environment. ~~users~~In ~~who rely on us to protect the confidentiality of certain information they provide us~~response, ~~particularly~~we aspromptly implemented a ~~significant~~series ~~number~~ of ~~our~~containment ~~employees~~measures ~~continue~~ to ~~work~~address ~~from home during~~ the ~~COVID-19~~situation, ~~pandemic.~~including ~~Many~~activating of our ~~clients’~~incident ~~industries~~response ~~are~~protocols, ~~highly~~shutting ~~regulated~~down ~~and~~servers ~~have established standards~~ and ~~requirements~~systems ~~for safeguarding the confidentiality, integrity~~ and ~~availability~~commencing ofa ~~information~~forensic ~~relating to their businesses and customers~~investigation. ~~Confidential~~We ~~and~~also ~~sensitive~~engaged ~~information~~cybersecurity ~~stored~~experts ~~in our systems are susceptible~~ to ~~cybercrime,~~examine orthe ~~threats~~incident ofand ~~intentional~~oversee ~~disruption,~~the ~~which~~implementation ~~are increasing in terms~~ of ~~sophistication~~appropriate ~~and~~remedial ~~frequency~~actions. ~~Disclosure~~However, ofwe ~~the~~became ~~information~~aware ~~maintained~~in onmid-January ~~our~~2022 ~~systems~~that ~~due~~certain ~~to human error, breach~~ of our ~~systems~~corporate ~~through hacking or cybercrime~~data, athe ~~leak~~nature of ~~confidential~~which ~~information~~is ~~due~~continuing to ~~employee~~be ~~misconduct~~actively orexamined, ~~other~~was ~~such~~accessed ~~events~~and ~~may~~exfiltrated. ~~damage~~To ~~our~~the ~~reputation,~~extent ~~subject~~any usconfidential toclient ~~regulatory~~data ~~enforcement~~is ~~action~~found ~~and~~in ~~cause~~this ~~significant reputational harm for our clients~~data, ~~all~~the ofCompany ~~which~~has ~~may~~and ~~materially~~will ~~affect~~continue ~~our~~to ~~results~~inform ofimpacted ~~operations,~~clients ~~financial~~within ~~condition~~a ~~and~~reasonable ~~cash flows~~time. InWe ~~addition,~~also asnotified ~~security~~and ~~threats~~ continue to ~~evolve~~work ~~and~~with ~~increase~~appropriate inlaw ~~terms~~enforcement ofauthorities. ~~sophistication,~~As wea ~~may~~precautionary ~~invest~~measure, ~~additional~~we ~~resources~~isolated ina ~~the~~portion ~~security~~ of our ~~systems.~~technical ~~The~~environment ~~level~~in ofan ~~investment~~effort ~~could~~to ~~also~~contain ~~adversely~~the ~~affect our results of operations, financial condition and cash flows~~intrusion.

Maintaining the confidentiality, integrity and availability of our systems, software and solutions is an issue of critical importance for us and our clients and users, who rely on us to protect the confidentiality of certain information they provide us, particularly as a significant number of our employees continue to work from home during the COVID-19 pandemic. Many of our clients’ industries are highly regulated and have established standards and requirements for safeguarding the confidentiality, integrity and availability of information relating to their businesses and clients. Confidential and sensitive information stored in our systems are susceptible to cybercrime, or threats of intentional disruption, which are increasing in sophistication and frequency. Exposure of the information maintained on our systems due to human error, breach of our systems through hacking or cybercrime, a leak of confidential information due to employee misconduct or other such events may damage our reputation, subject us to regulatory enforcement action and cause significant reputational harm for our clients, all of which may materially affect our results of operations, financial condition and cash flows. In addition, as security threats continue to evolve and increase in terms of sophistication, we may invest additional resources in the security of our systems. The level of investment could also adversely affect our results of operations, financial condition and cash flows.

We have in the past acquired, and intend in the future to acquire, other businesses, and we may be unable to successfully integrate the operations of these businesses and may not achieve the cost savings and increased net sales anticipated as a result of these acquisitions.

Achieving the anticipated benefits of acquisitions will depend in part upon our ability to integrate these businesses in an efficient and effective manner. The integration of companies that have previously operated independently may result in significant challenges, and we may be unable to accomplish the integration smoothly or successfully. In particular, the coordination of geographically dispersed organizations with differences in corporate cultures and management philosophies may increase the difficulties of integration. The integration of acquired businesses may also require the dedication of significant management resources, which may temporarily distract management’s attention from our day-to-day operations. In addition, the process of integrating operations may cause an interruption of, or loss of momentum in, the activities of one or more of our businesses and the loss of our key personnel or the acquired businesses. Further, employee uncertainty and lack of focus during the integration process may disrupt our operations or the operations of the acquired businesses. Our strategy is, in part, predicated on our ability to realize cost savings and to increase net sales through the acquisition of businesses that add to the breadth and depth of our products and services. Achieving these cost savings and net sales increases is dependent upon a number of factors, many of which are beyond our control. In particular, we may not be able to realize the benefits of more comprehensive product and service offerings, anticipated integration of sales forces, asset rationalization and systems integration.

Risks to operating in foreign countries

We may be more vulnerable to adverse events and trends associated with operations outside the U.S.

We have significant operations outside the U.S. Conducting business outside the U.S. subjects us to a number of additional risks and challenges, including:

•

periodic changes in a specific country's or region's economic conditions, such as recession;

•

compliance with a wide variety of domestic and foreign laws and regulations (including those of municipalities or provinces where we have operations) and unexpected changes in those laws and regulatory requirements, including uncertainties regarding taxes, social insurance contributions and other payroll taxes and fees to governmental entities, tariffs, quotas, export controls, export licenses and other trade barriers;

•

unanticipated restrictions on our ability to sell to foreign clients where sales of products and the provision of services may require export licenses;

•

certification requirements;

•

fluctuations in foreign currency exchange rates, including those resulting from inflation and currency devaluation activities;

•

inadequate protection of intellectual property rights in some countries;

•

effects of the United Kingdom’s exit from the European Union and related potential disruption to trade;

•

potential political, legal and economic instability, foreign conflicts, terrorism and the impact of regional and global infectious illnesses in the countries in which we and our clients, suppliers and contract manufacturers are located;

•

difficulties and costs of staffing and managing international operations across different geographic areas and cultures, including assuring compliance with the U.S. Foreign Corrupt Practices Act and other U. S. and foreign anticorruption laws; and

•

fluctuations in freight rates and transportation disruptions.

These factors, individually or in combination, may impair our ability to effectively deliver our products and services, result in unexpected expenses, or cause an unexpected decline in the demand for our products in certain countries or regions. Specifically with respect to our operations in China, our financial performance may be adversely impacted as a result of the following risks, among others, regulation of foreign investment and business activities by the Chinese government, including scrutiny of foreign companies, may limit our ability to expand our business in China; uncertainties with respect to the legal system in China may limit the legal protections available to us in China; government restrictions on the remittance of currency out of China may limit the ability of any subsidiary we may establish in China to pay dividends and make other distributions to us; unfavorable results of ongoing trade negotiations between the U.S. and China, including potential unfavorable taxes and tariffs may limit our operations in China or make them more costly.

We are exposed to significant risks related to potential adverse changes in currency exchange rates.

We are exposed to the impact of foreign currency fluctuations based on our global operations. Although the results in our Consolidated Financial Statements are reported in U.S. dollars, we also earn revenues, pay expenses, own assets and incur liabilities in various foreign currencies. Fluctuations in currency exchange rates have had, and will continue to have, an impact on our results expressed in U.S. dollars. We may enter into derivative instruments, such as foreign currency forward contracts, to hedge certain exposures to exchange rate fluctuations. There can be no assurance, however, that our efforts at hedging will be successful and that currency exchange rate fluctuations will not adversely affect our results of operations, financial position and cash flows.

We also face risks arising from the imposition of exchange controls, which may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls.

Distribution related risks

Changes in postal rates, regulations and delivery structure may adversely affect demand for our products and services.

Postal costs are a significant component of many of our clients’ cost structure and postal rate changes can influence the number of pieces and types of mailings that our clients mail. In accordance with the 2006 PAEA, the PRC ~~adjusted and~~ approved a USPS ~~filings~~filing for a CPI based average price increase of 1.5% toon ~~1.9%~~average ~~depending~~for on the ~~major~~Market ~~class~~Dominant of mail. ~~The~~classes, ~~new~~which ~~prices~~ took effect on January 2624, ~~2020~~2021.

17Additionally, as required on the 10-year anniversary of PAEA, the PRC initiated a comprehensive review of PAEA on December 20, 2016, to determine if the current system for regulating rates and classes for market-dominant products is still achieving the original objectives of the law. Accordingly, the PRC concluded that the current system was not meeting all of PAEA’s original objectives and after careful consideration of mailing industry stakeholder input, issued its final order on November 30, 2020. The final PRC order provides the USPS with additional discretionary rate-making authority, above CPI, estimated at 5.5 %, that was used during 2021 and could continue to be used during 2022.

On November 18, 2020 the PRC approved a USPS filing for a CPI based average price increase of 1.5% on average for the Market Dominant mail classes, which is scheduled to become effective January 24, 2021.

The impact of any restructuring of the USPS, which may require legislative action, cannot currently be estimated. If implemented, certain changes may impact our clients’ ability or willingness to communicate by mail. Declines in print volumes mailed would have an adverse effect on our results of operations, financial condition and cash flows.

Increased transportation costs and changes in the relationships with independent shipping companies may have an adverse effect on our business.

We rely upon third party carriers for timely delivery of our product shipments. As a result, we are subject to carrier disruptions and increased costs due to factors that are beyond our control, including employee strikes, inclement weather and increased fuel costs. Any failure to deliver products to our clients in a timely and accurate manner may damage our reputation and brand and may cause us to lose clients. If our relationship with any of these third party carriers is terminated or impaired, or if any of these third parties are unable to ship products for us, we would be required to use alternative, and possibly more expensive, carriers for the shipment of products. We may be unable to engage alternative carriers on a timely basis or on terms favorable to us, if at all, which may have an adverse effect on our results of operations, financial condition and cash flows.

Furthermore, shipping costs represent a significant operational expense for us. Changes in shipping terms, or the inability of these third party shippers to perform effectively (whether as a result of mechanical failure, casualty loss, labor stoppage, or any other reason), may have an adverse effect on our results of operations, financial condition and cash flows. Additionally, deterioration of the financial condition of these third-party carriers may have an adverse effect on our shipping costs. Any future increases in shipping rates may have an adverse effect on our results of operations, financial condition and cash flows, particularly if we are unable to pass on these higher costs to our clients.

In addition, the onset of COVID-19 and the resulting rapid increase in eCommerce, especially residential delivery, caused significant increases in demand for both small parcel and trucking transportation services across all markets. Capacity and service challenges for the USPS and all other carriers, created an operating environment that included transit delays, suspension of guaranteed services, peak season surcharges, increased spot rates and allocated or restricted shipping. We expect high demand will continue to be a challenge to transportation providers ~~throughout~~in ~~2021~~the future. Increased cost and order fulfillment limitations may have an adverse effect on our results of operations, financial condition and cash flows.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

We have no unresolved written comments from the SEC staff regarding our periodic or current reports under the Securities Exchange Act of 1934.

ITEM 2.

PROPERTIES

Our corporate office is located in leased office space in Chicago, Illinois. As of December 31, ~~2020~~2021, we leased or owned ~~136~~119 U.S. facilities, some of which had multiple buildings and warehouses, and these U.S. facilities encompassed approximately 1312.57 million square feet. We leased or owned 6357 international facilities, some of which had multiple buildings and warehouses, encompassing approximately 65.02 million square feet primarily in Asia, Canada, Europe and Latin America. Of our U.S. and international facilities, approximately 87.54 million square feet of space was owned, while the remaining 1110.05 million square feet of space was leased.

ITEM 3.

LEGAL PROCEEDINGS

From time to time, our clients and others file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments we received from these parties could be considered preference items and subject to return. In addition, we are party to certain litigation arising in the ordinary course of business. We believe that the final resolution of these preference items and litigation will not have a material effect on our consolidated results of operations, financial position or cash flows.

For a discussion of certain litigation involving us, see Note 98, Commitments and Contingencies, to the Consolidated Financial Statements.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS (As of February 24, 2021)

Name and Positions with the Company	Age		Business Experience
Daniel L. Knotts President and Chief Executive Officer		56	Since October 2016, Mr. Knotts has served as the Chief Executive Officer of RRD and a member of our board of directors. Prior to this, Mr. Knotts was our Chief Operating Officer from 2013 to 2016.
Terry D. Peterson Executive Vice President and Chief Financial Officer		56	Since October 2016, Mr. Peterson has served as RRD’s Executive Vice President and Chief Financial Officer. Prior to joining RRD, Mr. Peterson served as Senior Vice President and Chief Financial Officer of Deluxe Corporation from 2009 to 2016.
Kenneth O’Brien Executive Vice President and Chief Information Officer		60	Since February 2004, Mr. O’Brien has served as RRD’s Executive Vice President and Chief Information Officer.
John Pecaric President, RRD Business Services		58	Since April 2018, Mr. Pecaric has served as President of RRD Business Services. Prior to this, Mr. Pecaric was our Executive Vice President, Chief Commercial Officer and President of International from 2016 to 2018. From 2014 to 2016, Mr. Pecaric was Group President – International where he led RRD’s businesses outside the United States.
Doug Ryan President, RRD Marketing Solutions		58	Since April 2018, Mr. Ryan has served as President of RRD Marketing Solutions. Prior to this, Mr. Ryan was our Executive Vice President of Marketing Services from 2017 to 2018. Prior to joining RRD, Mr. Ryan served as President of North America for Digitas from 2016 to 2017 and President of San Francisco and Chicago for Digitas from 2010 to 2016.
Michael J. Sharp Senior Vice President, Controller and Chief Accounting Officer		59	Since November 2017, Mr. Sharp has served as RRD’s Senior Vice President, Controller and Chief Accounting Officer. Prior to joining RRD, Mr. Sharp served in various capacities at AAR Corporation including Vice President and Chief Financial Officer from 2015 to 2016.
Deborah L. Steiner Executive Vice President, Chief Administrative Officer, General Counsel, Secretary and Chief Compliance Officer		50	Since April 2020, Ms. Steiner has served as RRD’s Executive Vice President, Chief Administrative Officer, General Counsel, Secretary and Chief Compliance Officer. Prior to this, Ms. Steiner was our Executive Vice President, General Counsel, Secretary and Chief Compliance Officer from October 2016 to April 2020, and prior to that Vice President, Associate General Counsel from 2012 to 2016.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS (As of February 24, 2022)

Name and Positions with the Company	Age		Business Experience
Daniel L. Knotts President and Chief Executive Officer		57	Since October 2016, Mr. Knotts has served as the Chief Executive Officer of RRD and a member of our board of directors.

Al R. Dupont Executive Vice President and Chief Commercial Officer		56	Since June 2021, Mr. Dupont has served as RRD’s Executive Vice President, Chief Commercial Officer. Prior to this, Mr. Dupont was our Group President of National Sales from January 2018 to May 2021, and prior to that was Senior Vice President of Enterprise Sales from October 2016 to December 2017.

David M. Houck Executive Vice President and Chief Information Officer		53	Since July 2021, Mr. Houck has served as RRD’s Executive Vice President, Chief Information Officer. Prior to joining RRD in April 2021, Mr. Houck served as Chief Information Officer at LSC Communications, Inc. from 2016 to December 2020.

John Pecaric President, RRD Business Services and Marketing Solutions		59	Since May 2021, Mr. Pecaric has served as President, RRD Business Services and Marketing Solutions. Prior to that, Mr. Pecaric served as President of RRD Business Services from 2018 to May 2021 and prior to this, Mr. Pecaric was our Executive Vice President, Chief Commercial Officer and President of International from 2016 to 2018.

Terry D. Peterson Executive Vice President and Chief Financial Officer		57	Since October 2016, Mr. Peterson has served as RRD’s Executive Vice President and Chief Financial Officer.

Michael J. Sharp Senior Vice President, Controller and Chief Accounting Officer		60	Since November 2017, Mr. Sharp has served as RRD’s Senior Vice President, Controller and Chief Accounting Officer. Prior to joining RRD, Mr. Sharp served in various capacities at AAR Corporation including Vice President and Chief Financial Officer from 2015 to 2016.

Deborah L. Steiner Executive Vice President, Chief Administrative Officer, General Counsel, Secretary and Chief Compliance Officer		51	Since April 2020, Ms. Steiner has served as RRD’s Executive Vice President, Chief Administrative Officer, General Counsel, Secretary and Chief Compliance Officer. Prior to this, Ms. Steiner was our Executive Vice President, General Counsel, Secretary and Chief Compliance Officer from October 2016 to April 2020.

PART II

ITEM 5.

MARKET FOR R. R. DONNELLEY & SONS COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed and traded on the New York Stock Exchange (NYSE) under the symbol “RRD”. As of February 2218, ~~2021~~2022, there were 3,~~508~~373 stockholders of record of our common stock.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased (a)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
October 1, 2020 - October 31, 2020		—	$	―		—	$	―
October 1, 2021 - October 31, 2021		—	$	―		—	$	―
November 1, 2020 - November 30, 2020		5,664		1.17		—		—
November 1, 2021 - November 30, 2021		—		—		—		—
December 1, 2020 - December 31, 2020		—		—		—		—
December 1, 2021 - December 31, 2021		1,831,374		10.72		—		—
Total		51,~~664~~831,374			—

(a)

Shares withheld for tax liabilities upon vesting of equity awards

EQUITY COMPENSATION PLANS

For information regarding equity compensation plans, see Item 12 of Part III of this Annual Report on Form 10-K.

PEER PERFORMANCE TABLE

The graph below compares five-year returns of our common stock with those of the S&P SmallCap 600 and the S&P 1500 Industrials Index. The comparison assumes an initial investment of $100 on December 31, 2015 and that all dividends have been reinvested. Our performance through September 30, 2016 has been adjusted for the spinoffs of LSC and Donnelley Financial which occurred on October 1, 2016 and are reflected in the table below as a dividend. Additionally, our performance has been adjusted for the 1-for-3 reverse stock split for our stock which also occurred on October 1, 2016.

	Base Period	Fiscal Years Ended December 31,
Company Name/Index	2015	2016		2017		2018		2019		2020
RR Donnelley	100		82.27		49.39		22.17		22.99		13.28
S&P SmallCap 600	100		126.56		143.30		131.15		161.03		179.20
S&P 1500 Industrials Index	100		120.41		145.77		126.27		163.90		183.06

PEER PERFORMANCE TABLE

	Base Period	Fiscal Years Ended December 31,
Company Name/Index	2016	2017		2018		2019		2020		2021
RR Donnelley	100		60.03		26.95		27.94		16.14		80.42
S&P SmallCap 600	100		113.23		103.63		127.24		141.60		179.58
S&P 1500 Industrials Index	100		121.06		104.87		136.12		152.03		185.75

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the Consolidated Financial Statements and Notes to those statements included in Item 15 of Part IV of this Annual Report on Form 10-K.

Business

For a description of our business, segments and product and service offerings, see Item 1, Business, of Part I of this Annual Report on Form 10-K.

Our product and service offerings primarily consist of commercial print, packaging, statements, direct marketing, labels, digital print and fulfillment, supply chain management, forms, business process outsourcing, and digital and creative solutions.

Merger Agreement

On December 14, 2021, we entered into a definitive merger agreement under which we agreed to be acquired by affiliates of Chatham Asset Management, LLC (“Chatham”), a leading private investment firm. Under the terms of the merger agreement, an affiliate of Chatham will acquire all of the outstanding shares of RRD common stock not already owned by Chatham, and RRD stockholders will receive $10.85 per share in cash for each share of RRD common stock. All regulatory approvals have been obtained and at a special meeting on February 23, 2022, RRD’s stockholders approved the proposed merger. The merger with Chatham is expected to close on February 25, 2022. Upon completion of the transaction, RRD’s shares will no longer trade on the New York Stock Exchange and RRD will become a private company.

Discontinued Operations

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

Executive Overview

Response to COVID-19

InDuring 2021 and 2020, the COVID-19 pandemic created, and continues to create, significant business challenges for companies around the world, including many of our clients across the broad number of industries we serve. In response to the pandemic, we established a formal operating plan that we are utilizing to manage our business through this challenging global business environment. Our operating plan consists of three ~~very~~ clear priorities: to protect the health and safety of our employees, to sustain operational and supply chain continuity, and to effectively manage our business performance and liquidity throughout this very volatile period.

EMPLOYEES HEALTH AND SAFETY

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

SUPPLY CHAIN CONTINUITY

We have activated our business continuity plans and are leveraging our strong supply chain partnerships to continue to meet the ongoing needs of our 3025,000 global clients. We remain fully operational across the 28 countries in which we operate.

BUSINESS IMPACT

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

23The extent to which the pandemic will continue to impact our business, results of operations, financial position and cash flows will depend on future developments which remain highly uncertain and cannot be fully predicted or estimated at this time. However, amidst the global uncertainty posed by COVID-19, we are positioning the Company to weather economic uncertainty and protect the short and long-term interests of our stakeholders. Continuing into 2022, we remain laser-focused on lowering our cost structure and on maintaining a sufficient level of liquidity.

~~The~~2021 ~~extent~~OVERVIEW the pandemic will continue to impact our business, results of operations, financial position and cash flows will depend on future developments which remain highly uncertain and cannot be fully predicted or estimated at this time. However, amidst the global uncertainty posed by COVID-19, we are positioning the Company to weather the economic downturn and protect the short and long-term interests of our stakeholders. These decisions are difficult but critical to preserving the short-term financial flexibility of the Company as COVID-19 presents continued challenges across the industries we serve. We are freeing up capital to ensure we are prepared for the range of scenarios we may experience as a result of the virus. To accommodate this, we implemented several business actions, including the implementation of an employee furlough program with RRD paid medical benefits. At the start of the pandemic, we had temporarily closed those production facilities most heavily impacted by client volume decreases, shifting that production to other facilities with lower costs while continuing to meet client requirements. By the end of the third quarter of 2020, facilities which were temporarily shut down either resumed operations or were permanently closed. We suspended all 2020 employee merit increases. We accelerated cost reduction initiatives, and will continue to assess opportunities for further reduction, and have delayed capital projects and reduced consulting and other discretionary spend. We suspended our quarterly dividend effective April 6, 2020.

Net sales for the year ended December 31, 2021 were $4,963.7 million, an increase of $197.4 million, or 4.1%, compared to the year ended December 31, 2020. ~~OVERVIEW~~Net sales increased $50.0 million due to favorable changes in foreign exchange rates and were unfavorably impacted by $6.5 million due to the Chile business closure in 2020. Net sales also increased due to higher volume reflecting strengthening demand for many of our products and services and higher prices as we attempt to recover inflationary cost increases. Notably, higher demand for books and trading cards contributed to the growth in our Commercial Print and Packaging products. The increase also reflects continued recovery from the COVID-19 pandemic, partially offset by large, non-recurring pandemic-related orders in 2020 and the Census project, which was fully completed in the third quarter of 2020.

~~Net~~Income ~~sales~~from operations for the year ended December 31, ~~2020~~2021 ~~were~~was $~~4,766~~163.35 million, aan ~~decrease~~increase of $~~706~~55.94 million, ~~or 12.9%,~~ compared to the year ended December 31, ~~2019~~2020. ~~Net~~The ~~sales~~increase ~~decreased~~was ~~$229.7~~primarily ~~million~~driven ~~due~~by tohigher ~~business dispositions and $2.9 million due to changes in foreign exchange rates. Net~~ sales, ~~also~~cost ~~decreased~~control ~~due~~initiatives toand lower ~~volume~~restructuring ~~resulting from the COVID-19 pandemic~~ and ~~lower~~impairment ~~pricing~~expenses, partially offset by ~~new~~merger ~~pandemic-~~related ~~product~~expenses ~~orders~~and inan ~~certain~~unfavorable impact of ~~our~~foreign ~~businesses~~exchange rates on expenses.

~~While~~We wecontinue ~~have~~to aassess ~~diversified~~opportunities ~~client~~to ~~base~~reduce ~~with~~our ~~limited~~cost ~~concentration~~structure and enhance productivity throughout the business. During the year ended December 31, 2021, we dorealized ~~have~~significant ~~clients~~cost ~~that~~savings ~~operate~~from inrecent ~~industries~~and ~~hard-hit~~previous byrestructuring activities including the ~~effects~~reorganization of ~~COVID-19,~~administrative ~~including airlines,~~and ~~lodging,~~support ~~restaurants~~functions across all segments, ~~non-essential~~several ~~retailers~~facility consolidations, and ~~education~~asset rationalization. ~~During~~ ~~fiscal~~These ~~year~~savings ~~2020,~~were wepartially ~~saw~~offset ~~some~~by ~~cancellations~~higher variable incentive compensation and the effect of ~~programmatic~~unfavorable ~~projects~~exchange ~~from~~rates ~~these~~on expenses. Selling, general and ~~other~~administrative ~~clients~~expenses as(exclusive ~~they~~of ~~worked~~depreciation toand ~~mitigate~~amortization) increased by $3.1 million, or 0.5%, for the ~~impact~~twelve ofmonths ended December 31, 2021 compared to the ~~virus~~same onperiod ~~their~~in ~~business~~2020 reflecting higher sales and increased compensation expense, partially offset by cost control initiatives.

~~Income~~Net ~~from~~cash ~~operations~~provided by operating activities for the year ended December 31, ~~2020~~2021 was $~~108~~92.1 million, aas ~~decrease~~compared ofto $77149.28 million ~~compared~~for to the year ended December 31, ~~2019~~2020. The decrease isin operating cash flow in 2021 was primarily driven by ~~lower~~$44.2 ~~sales~~million ~~volume~~of ~~due~~merger torelated ~~the~~cash ~~COVID-19~~payments ~~pandemic,~~including ~~higher~~accelerated ~~restructuring,~~incentive ~~impairment~~compensation, the payment of a break fee and other ~~charges,~~professional ~~partially~~fees. ~~offset~~Operating cash flow was also impacted by ~~lower~~$31.1 ~~selling,~~million ~~general~~of LSC bankruptcy related payments primarily associated with lump sum settlements of two MEPP plans, and ~~administrative~~a ~~expenses~~$17.5 million repayment of payroll taxes that were deferred in 2020 as part of the CARES Act. Operating cash flow also decreased due to working capital investments, particularly inventory, higher incentive compensation payments, and a $9.2 million payment to terminate certain interest rate swaps, partially offset by lower ~~depreciation~~restructuring, tax and ~~amortization~~interest ~~expense~~payments.

We continue to assess opportunities to reduce our cost structure and enhance productivity throughout the business. During the year ended December 31, 2020, we realized significant cost savings from previous and current year restructuring activities, including the reorganization of administrative and support functions across all segments, facility consolidations, and assets rationalization. Selling, general and administrative expenses (exclusive of depreciation and amortization) decreased by $90.2 million, or 13.1%, for the twelve months ended December 31, 2020 compared to the same period in 2019 reflecting business dispositions and cost control initiatives.

Net cash provided by operating activities for the year ended December 31, 2020 was $149.8 million as compared to $139.3 million for the year ended December 31, 2019. The increase in net cash flow from operating activities is primarily related to the deferral of the employer portion of payroll taxes as part of the CARES Act, lower interest payments and a reduction in working capital, partially offset by payments in connection with the termination of certain deferred compensation plans along with higher restructuring costs.

OUTLOOK

Vision and Strategy

We work with our clients to create, manage, deliver and optimize their multichannel communications strategies. We have and will continue to develop our creative and design, content management, digital and print production, supply chain management and distribution services to address our clients’ evolving needs.

Our global platform provides differentiated solutions for our clients through our broad range of complementary communications services and innovative leadership in both conventional print and digital technologies. This platform has enabled RRD to develop strong client relationships, and we are focused on expanding these relationships to a broader range of our offerings. The flexibility of our platforms enhances the value we deliver to our clients and we intend to expand our capabilities in order to make it easier for clients to manage their full range of communication needs.

We believe productivity improvements and cost reductions are critical to our competitiveness. We continue to implement strategic initiatives across each of our segments to reduce our overall cost structure and enhance productivity primarily through restructuring which includes consolidations, reorganizations and integrations of operations, streamlining of administrative and support activities, and asset rationalization.

We seek to deploy our capital using a balanced approach in order to ensure financial flexibility and provide returns to stockholders. Our near-term priority for capital deployment is principal and interest payments on our debt obligations. We believe that a strong financial condition is important to clients focused on establishing or growing long-term relationships.

24We use several key indicators to gauge progress toward achieving these objectives. These indicators include organic sales growth, operating margins, cash flow from operations and capital expenditures. We target long-term net sales growth, while improving operating margins by achieving productivity improvements that offset the impact of price declines and cost inflation. Cash flows from operations are targeted to be stable over time, but in any given year can be significantly impacted by the timing of non-recurring or infrequent receipts and expenditures, the level of required pension and OPEB plan contributions, the timing of tax payments and the impact of working capital changes.

We use several key indicators to gauge progress toward achieving these objectives. These indicators include organic sales growth, operating margins, cash flow from operations and capital expenditures. We target long-term net sales growth, while managing operating margins by achieving productivity improvements that offset the impact of price declines and cost inflation. Cash flows from operations are targeted to be stable over time, but in any given year can be significantly impacted by the timing of non-recurring or infrequent receipts and expenditures, the level of required pension and OPEB plan contributions, the timing of tax payments and the impact of working capital changes.

We face many challenges and risks as a result of competing in highly competitive global markets. Refer to Item 1A, Risk Factors, of Part I of this Annual Report on Form 10-K for further discussion.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2021 ~~Outlook~~AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2020

As the COVID-19 infection rates remain elevated in many parts of the world, the year ahead continues to present many uncertainties. As such, we are unable to furnish our typical outlook for 2021. We expect net sales for the year to be flat to up low single digits taking into consideration reductions from the Census project and one-time pandemic related projects in 2020 offset by a modest economic recovery as the year progresses. However, we expect net sales in the first quarter of 2021 to be between $1.09 and $1.15 billion, since the pandemic did not begin impacting most of the Company’s business until late March 2020 and last year’s census work which ended mid-2020.

Our outlook assumes that the U.S. economy and the economies of the foreign countries in which we operate will continue to recover from the economic effects of the COVID-19 pandemic which were pervasive throughout 2020, although the recovery may be uneven given the uncertainty of the pandemic. We continue to leverage our client relationships in order to provide a larger share of their communications needs. In addition, we expect to continue cost control and productivity initiatives, including selected facility consolidations, and asset rationalizations.

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

Interest expense is expected to range from $120 to $125 million benefitting from lower average borrowings and a lower average interest rate throughout 2021.

Operating cash flow is expected to be slightly lower than the prior year primarily reflecting the repayment of half of the employer portion of payroll taxes deferred in 2020. Capital expenditures are expected to be approximately $80.0 million and as part of our agreement to sell the printing facility in China, we expect to collect one additional deposit of approximately $50.0 million in 2021. We also expect to continue generating additional proceeds from monetizing other assets including proceeds from selling additional facilities.

Cash from operations could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in Part I, Item 1A titled “Risk Factors.”

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2019

Consolidated

The following table shows the results of operations for the years ended December 31, ~~2020~~2021 and ~~2019~~2020:

	Year Ended December 31,
	2020		2019		$ Change			% Change
	2021		2020		$ Change			% Change
	(in millions, except percentages)
Net sales		4,~~766~~963.37		54,~~473~~766.23		~~(706~~197.94	)		~~(12~~4.91	%)
Cost of sales		3,~~789~~994.29		43,~~389~~789.32		~~(600~~205.17	)		~~(13~~5.74	%)
Gross profit		~~977~~968.18		~~1,083~~977.91		(~~106.~~8.3	)		(90.98	%)
Selling, general and administrative expenses (exclusive of depreciation and amortization)		~~597~~600.56		~~687~~597.75		~~(90~~3.21	)		~~(13~~0.15	%)
Restructuring, impairment and other charges-net		~~100~~33.03		36100.70		63(66.37	)		~~172~~(66.57	%)
Depreciation and amortization		~~145~~130.75		~~162~~145.67		(1615.92	)		(10.4	%)
Other operating expense		2540.89		1125.68		1415.21			~~122~~58.45	%
Income from operations	$	~~108~~163.15	$	~~185~~108.31	$	~~(77~~55.24	)		~~(41~~51.72	%)

Continuing Operations

Net sales for the year ended December 31, ~~2020~~2021 ~~decreased~~increased $~~706~~197.94 million, or 124.91%, to $4,~~766~~963.37 million versus the same period in ~~2019~~2020. Net sales ~~decreased~~increased $~~229~~50.70 million due to ~~business~~favorable ~~dispositions,~~changes ~~primarily~~in ~~the~~foreign ~~GDS~~exchange ~~business,~~rates and were unfavorably impacted by $26.95 million due to ~~changes~~the inChile ~~foreign~~business ~~exchange~~closure ~~rates~~in 2020. ~~Net~~In ~~sales~~addition ~~also~~to ~~decreased~~these factors, net sales increased due to ~~lower~~higher volume ~~primarily~~reflecting strengthening asdemand afor ~~result~~many of ~~the~~our ~~COVID-19~~products ~~pandemic~~and services. Notably, ~~including~~higher ~~reduced~~demand ~~orders~~for ~~from~~e-commerce ~~customers~~sales have contributed to the growth in ~~industries~~our ~~especially~~Packaging ~~hard-hit~~and ~~such~~Labels asproducts ~~airlines,~~and ~~lodging,~~higher ~~restaurants,~~demand ~~non-essential~~for ~~retailers~~books and ~~education,~~cards have contributed to the growth of our Commercial Print and ~~lower~~Packaging ~~pricing~~products. The increase also reflects continued recovery from the COVID-19 pandemic, partially offset by the ~~pandemic~~Census ~~related~~project, ~~sales~~which ~~and~~was ~~new~~fully ~~product~~completed ~~offerings~~in the third quarter of 2020. Higher prices from our efforts to recover inflationary cost increases also contributed to the net sales increase.

Cost of sales ~~decreased~~increased $~~600~~205.17 million, or 135.74%, for the year ended December 31, ~~2020~~2021 versus the same period in ~~2019~~2020, primarily due to ~~lower~~higher volume and higher cost of raw materials. As a percentage of net sales, ~~business~~cost ~~dispositions~~of sales increased slightly for the twelve months ended December 31, ~~and~~2021 ~~cost~~versus ~~control~~the ~~initiatives.~~same period in 2020.

Gross profit decreased $~~106.~~8.3 million to $~~977~~968.18 million for the year ended December 31, ~~2020~~2021 versus the same period in ~~2019, primarily due to lower volume~~2020. Gross margin ~~increased~~decreased from 1920.85% to 2019.5% for the twelve months ended December 31, 2021 versus the same period in 2020, primarily reflecting ~~favorable~~the ~~product~~impact ~~mix~~of unfavorable foreign exchange rates on expenses and ~~cost~~rising ~~control~~costs ~~initiatives~~of raw materials.

Selling, general and administrative expenses ~~decreased~~increased $903.21 million to $~~597~~600.56 million for the year ended December 31, ~~2020~~2021 versus the same period in ~~2019~~2020, ~~reflecting~~primarily ~~cost~~as ~~control~~a ~~initiatives~~result of higher volume, higher incentive compensation expense, partially due to the merger and ~~business~~the ~~dispositions.~~impact of a higher stock price on certain cash-settled incentive awards, and the impact of unfavorable exchange rates on expenses, partially offset by cost control initiatives. As a percentage of net sales, selling, general and administrative expenses decreased ~~slightly~~ from 12.65% ~~for~~in the prior year ~~ended December 31, 2019~~ to 12.51% ~~for~~in ~~the year ended December 31, 2020~~2021.

For the year ended December 31, ~~2020~~2021, net restructuring, impairment and other charges ~~increased~~decreased $6366.37 million to $~~100~~33.03 million versus the year ended December 31, ~~2019~~2020. The ~~increase~~decrease was primarily driven by alower ~~$37.1~~restructuring ~~million~~activity, ~~charge~~gains ~~recorded~~on tosale ~~reflect~~of aseveral ~~contingent~~facilities, ~~liability~~including ~~related~~the toChile ~~LSC’s MEPP obligation~~facility, ~~and~~which ~~increased~~was ~~employee~~sold ~~termination~~in ~~costs~~the ~~and~~fourth ~~other~~quarter ~~restructuring~~of ~~charges~~2021, ~~partially~~and ~~offset~~lower byexpenses ~~gains~~related onto ~~sale~~LSC ofMEPP ~~closed facilities~~liabilities.

Depreciation and amortization decreased $16.9 million to $145.7 million for the year ended December 31, 2020 versus the same period in 2019, primarily due to lower capital spending in recent years compared to historical levels. Depreciation and amortization included $19.3 million and $21.6 million of amortization of other intangible assets related to client relationships, trade names, trademarks, licenses and agreements for the twelve months ended December 31, 2020 and 2019, respectively.

Other operating expense for the year ended December 31, 2020 was $25.8 million compared to $11.6 million for the same period in 2019. The current year amount includes $5.5 million of expense related to the preliminary settlement with LSC non-qualified pension plan participants and increased legal expenses related to the ongoing SEC and DOJ investigations. The prior year amount primarily included an increase in reserves for an unfavorable state sales tax matter and expenses related to the ongoing SEC and DOJ investigations, partially offset by a net gain on the sale of our R&D business and the bankruptcy liquidation of RRD Brazil 2019.

Income from operations for the year ended December 31, 2020 declined $77.2 million from 2019 to $108.1 million as a result of the factors discussed above.

	Year Ended December 31,
	2020			2019			$ Change			% Change
	(in millions, except percentages)
Interest expense-net	$	135.1		$	150.6		$	(15.5	)		(10.3	%)
Investment and other income-net		(14.1	)		(16.7	)		2.6			(15.6	%)
Loss on debt extinguishment		3.0			0.8			2.2			275.0	%

Depreciation and amortization decreased $15.2 million to $130.5 million for the year ended December 31, 2021 versus the same period in 2020, primarily due to lower capital spending in recent years compared to historical levels. Depreciation and amortization included $18.9 million and $19.3 million of amortization of other intangible assets related to client relationships, trade names, trademarks, licenses and agreements for the twelve months ended December 31, 2021 and 2020, respectively.

~~Net~~Other ~~interest~~operating expense ~~decreased~~for bythe year ended December 31, 2021 was $1540.59 million compared to $~~135~~25.18 million for the ~~year~~same ~~ended~~period ~~December 31,~~in 2020. ~~versus~~Other ~~the~~operating ~~same~~expenses ~~period~~ in ~~2019,~~2021 primarily ~~due~~included expenses related to ~~repurchases~~the ongoing SEC and ~~repayment~~DOJ ofinvestigations, ~~higher~~as ~~interest~~well ~~rate~~as ~~debt~~a ~~combined~~$12.0 ~~with~~million ~~lower~~merger ~~average~~agreement ~~interest~~break ~~rates~~fee onpaid to Atlas River Parent Inc. (“Atlas”) and other professional fees related to the ~~ABL~~planned ~~Credit~~merger. ~~Facility~~The prior year included expenses related to the ongoing SEC and ~~Term~~DOJ ~~Loan~~investigations, as well as a $2.9 million loss on a business disposition.

~~Investment~~Income ~~and~~from ~~other~~operations ~~income, net~~ for the ~~years~~year ended December 31, ~~2020~~2021 ~~and~~increased ~~2019 was~~ $1455.14 million ~~and~~from 2020 to $16163.75 million, ~~respectively,~~as ~~and~~a isresult ~~principally comprised~~ of ~~net~~the ~~pension~~factors ~~and~~discussed ~~OPEB income~~above.

Loss on debt extinguishment for the year ended December 31, 2020 was $3.0 million which related to the redemption of notes maturing in 2021 and debt repurchases during the year. Loss on debt extinguishment for the year ended December 31, 2019 was $0.8 million. See Note 12, Debt, to the Consolidated Financial Statements for further discussion.

	Year Ended December 31,
	2021			2020			$ Change			% Change
	(in millions, except percentages)
Interest expense-net	$	127.6		$	135.1		$	(7.5	)		(5.6	%)
Investment and other income-net		(19.9	)		(14.1	)		(5.8	)		41.1	%
Loss on debt extinguishment		7.1			3.0			4.1			136.7	%

	Year Ended December 31,
	2020			2019			$ Change			% Change
	(in millions, except percentages)
(Loss) income from continuing operations before income taxes	$	(15.9	)	$	50.6		$	(66.5	)	nm
Income tax expense		10.0			54.9			(44.9	)		(81.8	%)
Effective income tax rate		62.9	%		108.5	%

Net interest expense decreased by $7.5 million to $127.6 million for the year ended December 31, 2021 versus the same period in 2020. Net interest expense included $9.2 million related to the termination of certain interest rate swaps in the second quarter of 2021. Excluding the effects of the swap termination, our interest expense decreased approximately $16.7 million, primarily due to prior repurchases and repayment of higher interest rate debt and lower average borrowings and interest rates on the ABL Credit Facility.

~~The~~Investment ~~effective~~and other income, ~~tax~~net ~~rate~~ for the ~~year~~years ended December 31, ~~2020~~2021 ~~is primarily driven by the mix of earnings, interest expense deduction limitations, surrender of corporate owned life insurance policies,~~ and ~~benefits~~2020 ~~from~~was ~~our intent to amend U~~$19.S.9 ~~prior~~million ~~year~~and ~~tax returns as a result of new guidance issued in 2020~~$14.1 ~~Also~~million, ~~in March of 2020~~respectively, ~~the~~and ~~CARES~~is ~~Act~~principally ~~was~~comprised ~~enacted which, among other things, increased a deductible portion~~ of ~~interest~~net ~~expense~~pension ~~incurred~~and inOPEB ~~2019~~income. As ~~such, the Company reversed in 2020 a portion of the valuation allowance that was previously established in 2019.~~

~~The~~Loss ~~non-deductible~~on ~~interest~~debt ~~expense~~extinguishment ~~will~~for bethe ~~carried~~year ~~forward~~ended asDecember 31, a2021 ~~deferred~~was ~~tax~~$7.1 ~~asset;~~million ~~however,~~primarily itdue isto ~~more~~costs ~~likely~~related ~~than~~to ~~not that~~ the ~~benefit~~partial repayment of the ~~deferred~~Term ~~tax~~Loan ~~asset~~in ~~will~~the ~~not~~second bequarter ~~fully~~of ~~realized~~2021. ~~and~~Loss aon ~~full~~debt ~~valuation~~extinguishment ~~allowance~~for ~~was~~the ~~recorded~~year inended December 31, 2020 ~~and~~was ~~2019~~$3.0 million. See Note 11, Debt, to the Consolidated Financial Statements for further discussion.

The effective income tax rate for the year ended December 31, 2019 is primarily driven by limitations on the interest expense deduction as a result of the Tax Act.

	Year Ended December 31,
	2021			2020			$ Change		% Change
	(in millions, except percentages)
Income (loss) from continuing operations before income taxes	$	48.7		$	(15.9	)	$	64.6	nm
Income tax expense		44.9			10.0			34.9	nm
Effective income tax rate		92.2	%		62.9	%

For 2021, we continue to report the tax impact of limitations on our interest expense deduction. Non-deductible interest expense will be carried forward as a deferred tax asset; however, it is more likely than not that the benefit of the deferred tax asset will not be fully realized and a full valuation allowance was recorded. Also included in 2021 is the tax impact of non-deductible compensation.

Included in 2020 is the impact from the surrender of corporate owned life insurance policies as well as tax benefits from additional interest expense deductions as result of the CARES Act and additional tax guidance issued in 2020.

Discontinued Operations

Net income from discontinued operations was $~~124~~0.96 million for the twelve months ended December 31, ~~2020~~2021 as compared to ~~a net loss of~~ $88124.49 million infor the ~~same~~twelve ~~period~~months inended ~~2019~~December 31, 2020. ~~Net~~The net income from discontinued operations infor the twelve months ended December 31, 2021 reflects the settlement of certain contingencies associated with the business divestitures and final net working capital adjustments. Net income from discontinued operations in 2020 includes an after-tax net gain of $127.4 million (tax of $10.6 million) ~~million~~ recorded on the sale of ~~the~~ three Logistics businesses sold induring 2020, partially offset by a $20.6 million non-cash charge related to impairment of goodwill recorded in the first quarter. ~~The prior year loss from discontinued operations primarily reflects a $98.5 million non-cash charge related to impairment~~ of ~~goodwill~~2020.

Net income attributable to RRD common stockholders for the year ended December 31, ~~2020~~2021 was $983.57 million compared to ~~a loss of~~ $9398.25 million for the year ended December 31, ~~2019~~2020.

Information by Segment

Business Services

	Year Ended December 31,
	2020			2019
	2021			2020
	(in millions, except percentages)
Net sales	$	3,~~685~~909.25		$	43,~~192~~685.72
Income from operations		~~227~~292.94			~~220~~227.09
Operating margin		67.25	%		56.2	%
Restructuring, impairment and other charges-net		217.40			2521.04

27Net sales for the Business Services segment for the year ended December 31, 2021 were $3,909.5 million, an increase of $224.3 million, or 6.1%, compared to 2020. Net sales increased $50.0 million due to favorable changes in foreign exchange rates and were unfavorably impacted by $6.5 million due to the Chile business closure in 2020. Net sales also increased due to higher volume and higher prices reflecting strengthening demand for many of our products and services. Notably, higher demand for e-commerce sales have contributed to the growth in our Packaging and Labels products and higher demand for books and cards have contributed to the growth of our Commercial Print products. The increase also reflects continued recovery from the COVID-19 pandemic, partially offset by one-time pandemic related orders in 2020, primarily within our Supply chain management offerings and continued low demand of Statement printing partially resulting from secular decline accelerated by the COVID-19 pandemic. The following table summarizes net sales by products and services in the Business Services segment:

Net sales for the Business Services segment for the year ended December 31, 2020 were $3,685.2 million, a decrease of $507.5 million, or 12.1%, compared to 2019. Net sales decreased $229.7 million due to business dispositions, primarily the GDS business, and $2.9 million due to unfavorable changes in foreign exchange rates. Net sales also decreased due to lower volume as result of the COVID-19 pandemic, including those customers in industries especially hard-hit such as airlines, lodging, restaurants, non-essential retailers, and education, and lower pricing, partially offset by pandemic-related orders and U.S. election-related orders. The following table summarizes net sales by products and services in the Business Services segment:

	Year Ended December 31,
Products and Services	2021		2020		$ Change			% Change
	(in millions, except percentages)
Commercial print	$	1,535.5	$	1,357.7	$	177.8			13.1	%
Packaging	$	770.5		687.6		82.9			12.1	%
Labels	$	532.9		496.6		36.3			7.3	%
Statements	$	430.0		441.6		(11.6	)		(2.6	%)
Supply chain management	$	279.7		329.9		(50.2	)		(15.2	%)
Forms	$	195.3		202.4		(7.1	)		(3.5	%)
Business process outsourcing	$	165.6		169.4		(3.8	)		(2.2	%)
Total Business Services	$	3,909.5	$	3,685.2	$	224.3			6.1	%

	Year Ended December 31,
Products and Services	2020		2019		$ Change			% Change
	(in millions, except percentages)
Commercial print	$	1,357.7	$	1,694.5	$	(336.8	)		(19.9	%)
Packaging	$	687.6		668.5		19.1			2.9	%
Statements	$	441.6		545.4		(103.8	)		(19.0	%)
Labels	$	496.6		497.4		(0.8	)		(0.2	%)
Supply chain management	$	329.9		298.7		31.2			10.4	%
Forms	$	202.4		244.3		(41.9	)		(17.2	%)
Business process outsourcing	$	169.4		243.9		(74.5	)		(30.5	%)
Total Business Services	$	3,685.2	$	4,192.7	$	(507.5	)		(12.1	%)

Business Services segment income from operations increased $64.5 million to $292.4 million for the year ended December 31, 2021 compared to the same period in 2020, primarily due to increased volume, increased prices, cost reductions and lower restructuring, impairment and other expenses, partially offset by the impact of unfavorable foreign exchange rates on expenses of $29.5 million and inflation.

Business Services segment income from operations increased $7.9 million to $227.9 million for the year ended December 31, 2020 compared to the same period in 2019, primarily due to favorable product mix, the favorable impact of cost control initiatives, and lower restructuring charges and depreciation expense, partially offset by lower volume.

Marketing Solutions

	Year Ended December 31,
	2020			2019
	2021			2020
	(in millions, except percentages)
Net sales	$	1,~~081~~054.12		$	1,~~280~~081.51
Income from operations		5661.35			6756.03
Operating margin		5.28	%		5.2	%
Restructuring, impairment and other charges-net		97.95			19.09

Net sales for the Marketing Solutions segment for the year ended December 31, ~~2020~~2021 were $1,~~081~~054.12 million, a decrease of $~~199~~26.49 million, or 152.65%, compared to ~~2019~~2020. Net sales ~~decrease~~decreased due to lower volume in direct marketing attributable to the 2020 ~~census~~Census contract, which was ~~substantially~~fully ~~complete~~completed byin ~~June~~the ~~30,~~third quarter of 2020, ~~lower~~partially ~~order~~offset ~~volume,~~by ~~especially~~higher ~~from~~order ~~financial~~volume ~~institutions~~reflecting ascontinued arecovery ~~result~~from of the COVID-19 pandemic~~, and lower pricing~~. The following table summarizes net sales by products and services in the Marketing Solutions segment:

	Year Ended December 31,
Products and Services	~~2020~~2021		~~2019~~2020		$ Change			% Change
	(in millions, except percentages)
Direct marketing	$	~~555~~534.4	$	~~676~~555.74	$	(~~121~~21.30	)		(173.98	%)
Digital print and fulfillment	$	~~425~~431.78		~~492~~425.17		~~(66~~6.41	)		~~(13~~1.54	%)
Digital and creative solutions	$	~~100~~88.0		~~111~~100.70		(1112.70	)		(1012.50	%)
Total Marketing Solutions	$	1,~~081~~054.12	$	1,~~280~~081.51	$	(~~199~~26.49	)		(152.65	%)

Marketing Solutions segment income from operations decreased $10.7 million to $56.3 million for the year ended December 31, 2020 compared to the same period in 2019, primarily due to lower volume.

Marketing Solutions segment income from operations increased $5.2 million to $61.5 million for the year ended December 31, 2021 compared to the same period in 2020, primarily due to the favorable impact of cost control initiatives and lower restructuring expenses, partially offset by lower volumes and inflation.

Corporate

Corporate operating expenses in the year ended December 31, ~~2020~~2021 were $~~176~~190.14 million, an increase of $7414.43 million compared to the same period in ~~2019~~2020. The increase was primarily driven by ~~higher~~merger ~~restructuring~~related expenses, ~~including a $37.1 million expense recorded in connection with LSC’s MEPP liabilities~~ and ~~other~~increased ~~restructuring~~incentive ~~expenses~~compensation ~~comprised primarily of consulting charges~~expense, ~~employee~~largely ~~terminations,~~attributable ~~and lease termination liabilities. Corporate operating expenses were also higher due~~ to an increase in ~~other~~our ~~operating~~stock ~~expense~~price, ~~including~~partially aoffset ~~$5.5~~by ~~million~~lower ~~expense~~restructuring ~~related to the preliminary settlement with the LSC non-qualified pension plan participants and higher~~ expenses ~~related to the ongoing SEC and DOJ investigations~~. The prior year expense primarily included expenses related to the SEC and DOJ investigations. The following table summarizes unallocated operating expenses and certain items impacting comparability within the activities presented as Corporate:

	Year Ended December 31,
	2020		2019
	(in millions)
Operating expenses	$	176.1	$	101.7
Restructuring, impairment and other charges-net		68.7		10.7
Other operating expense		25.4		13.9

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2019

~~RESULTS~~Our OFcomparison ~~OPERATIONS~~of 2020 results ~~FOR~~to 2019 results ~~THE~~is ~~YEAR~~included ~~ENDED~~in ~~DECEMBER~~our ~~31,~~Annual ~~2019~~Report ASon ~~COMPARED~~Form TO10-K ~~THE~~for ~~YEAR~~the ~~ENDED~~fiscal ~~DECEMBER~~year ended December 31, ~~2018~~2020, under Part II Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

Consolidated

The following table shows the results of operations for the years ended December 31, 2019 and 2018:

	Year Ended December 31,
	2019		2018			$ Change			% Change
	(in millions, except percentages)
Net sales		5,473.2		5,702.4			(229.2	)		(4.0	%)
Cost of sales		4,389.3		4,580.3			(191.0	)		(4.2	%)
Gross profit		1,083.9		1,122.1			(38.2	)		(3.4	%)
Selling, general and administrative expenses (exclusive of depreciation and amortization)		687.7		729.5			(41.8	)		(5.7	%)
Restructuring, impairment and other charges-net		36.7		38.6			(1.9	)		(4.9	%)
Depreciation and amortization		162.6		172.7			(10.1	)		(5.8	%)
Other operating expense (income)		11.6		(0.3	)		11.9		nm
Income from operations	$	185.3	$	181.6		$	3.7			2.0	%

Continuing Operations

Net sales for the year ended December 31, 2019 decreased $229.2 million, or 4.0%, to $5,473.2 million versus the same period in 2018. Net sales decreased $106.7 million due to business dispositions, including the bankruptcy liquidation of RRD Brazil and $54.9 million due to unfavorable changes in foreign exchange rates. Net sales also decreased due to lower volume in commercial print due to ongoing secular pressure and continued planned reductions in low margin sales, as well as price pressure, partially offset by higher volume in direct marketing primarily attributable to the 2020 Census contract.

Cost of sales decreased $191.0 million, or 4.2%, for the year ended December 31, 2019 versus the same period in 2018 primarily due to the reduction in net sales. As a percentage of net sales, cost of sales decreased 0.1 percentage point for the year ended December 31, 2019 versus the same period in 2018.

Gross profit decreased $38.2 million to $1,083.9 million for the year ended December 31, 2019 versus the same period in 2018, primarily due to lower volume, cost inflation, and price pressures, partially offset by cost control initiatives. Gross margin increased slightly from 19.7% to 19.8%.

Selling, general and administrative expenses decreased $41.8 million to $687.7 million for the year ended December 31, 2019 versus the same period in 2018 reflecting cost control initiatives and business dispositions. As a percentage of net sales, selling, general and administrative expenses decreased from 12.8% to 12.6% for the year ended December 31, 2019 versus the same period in 2018.

For the year ended December 31, 2019, net restructuring, impairment and other charges of $36.7 million primarily included $22.2 million for employee termination costs and $16.6 million for other restructuring charges.

Depreciation and amortization decreased $10.1 million to $162.6 million for the year ended December 31, 2019 versus the same period in 2018, primarily due to lower capital spending in recent years compared to historical levels.

Other operating expense for the year ended December 31, 2019 was $11.6 million compared to other operating income of $0.3 million for the same period in 2018. The expense in 2019 was primarily related to the ongoing SEC and DOJ investigations, an increase in reserves for an unfavorable state sales tax matter and expenses related to the ongoing bankruptcy liquidation of RRD Brazil, partially offset by the gains from business dispositions.

Income from operations for the year ended December 31, 2019 increased $3.7 million from 2018 to $185.3 million as a result of the factors discussed above.

	Year Ended December 31,
	2019			2018			$ Change			% Change
	(in millions, except percentages)
Interest expense-net	$	150.6		$	168.3		$	(17.7	)		(10.5	%)
Investment and other income-net		(16.7	)		(20.4	)		3.7			(18.1	%)
Loss on debt extinguishment		0.8			32.4			(31.6	)		(97.5	%)

Net interest expense decreased by $17.7 million for the year ended December 31, 2019 versus the same period in 2018, primarily due to lower average borrowings and interest rates during the year ended December 31, 2019.

Investment and other income, net for the years ended December 31, 2019 and 2018 was $16.7 million and $20.4 million, respectively, and principally comprised of net pension and OPEB income.

Loss on debt extinguishment for the year ended December 31, 2019 was $0.8 million which related to the repurchase of senior notes and debentures. Loss on debt extinguishment for the year ended December 31, 2018 was $32.4 million which primarily related to premiums paid in connection with tenders, unamortized debt issuance costs and other expenses associated with the October 2018 tender offer. See Note 12, Debt, to the Consolidated Financial Statements for further discussion.

	Year Ended December 31,
	2019			2018		$ Change		% Change
	(in millions, except percentages)
Income from continuing operations before income taxes	$	50.6		$	1.3	$	49.3	nm
Income tax expense		54.9			31.5		23.4		74.3	%
Effective income tax rate		108.5	%	nm

The effective income tax rate for the year ended December 31, 2019 and December 31, 2018 is primarily driven by limitations on the interest expense deduction as a result of the Tax Act. Non-deductible interest expense will be carried forward as a deferred tax asset; however, it is more likely than not that the benefit of the deferred tax asset will not be fully realized and full valuation allowance was recorded in 2019 and 2018.

The 2018 income tax expense also reflects final adjustments associated with the enactment of the Tax Act of $4.2 million to the one-time transition tax on foreign earnings, as well as $1.5 million to net deferred tax assets for the reduced corporate income tax rate. Additionally, the income tax expense reflects the inability to recognize a tax benefit on certain losses.

Discontinued Operations

Net loss from discontinued operations was $88.4 million for the twelve months ended December 31, 2019 as compared to a net income of $20.6 million in the same period in 2018. The net loss from discontinued operations in the twelve months ended December 31, 2019 includes a $98.5 million non-cash charge related to the impairment of goodwill. No goodwill impairment was recorded in 2018.

Net loss attributable to common stockholders for the year ended December 31, 2019 was $93.2 million compared to $11.0 million for the year ended December 31, 2018.

Information by Segment

Business Services

	Year Ended December 31,
	2019			2018
	(in millions, except percentages)
Net sales	$	4,192.7		$	4,521.3
Income from operations		220.0			221.1
Operating margin		5.2	%		4.9	%
Restructuring, impairment and other charges-net		25.0			25.6

Net sales for the Business Services segment for the year ended December 31, 2019 were $4,192.7 million, a decrease of $328.6 million, or 7.3%, compared to 2018. Net sales decreased $106.7 million due to business dispositions and $54.9 million due to unfavorable changes in foreign exchange rates. The remaining decrease in net sales was primarily due to lower volume in commercial print due to ongoing secular pressure, continued planned reductions in low margin sales and price pressures. The following table summarizes net sales by products and services in the Business Services segment:

	Year Ended December 31,
Products and Services	2019		2018		$ Change			% Change
	(in millions, except percentages)
Commercial print	$	1,694.5	$	1,935.6	$	(241.1	)		(12.5	%)
Packaging		668.5		672.0		(3.5	)		(0.5	%)
Statements		545.4		584.2		(38.8	)		(6.6	%)
Labels		497.4		481.4		16.0			3.3	%
Supply chain management		298.7		321.0		(22.3	)		(6.9	%)
Forms		244.3		267.5		(23.2	)		(8.7	%)
Business process outsourcing		243.9		259.6		(15.7	)		(6.0	%)
Total Business Services	$	4,192.7	$	4,521.3	$	(328.6	)		(7.3	%)

Business Services segment income from operations decreased $1.1 million for the year ended December 31, 2019 compared to the same period in 2018, primarily due lower volume, price pressures and cost inflation, partially offset by changes in foreign exchange rates, lower depreciation and amortization expense and cost control initiatives.

Marketing Solutions

	Year Ended December 31,
	2019			2018
	(in millions, except percentages)
Net sales	$	1,280.5		$	1,181.1
Income from operations		67.0			54.6
Operating margin		5.2	%		4.6	%
Restructuring, impairment and other charges-net		1.0			3.9

Net sales for the Marketing Solutions segment for the year ended December 31, 2019 was $1,280.5 million, an increase of $99.4 million, or 8.4%, compared to 2018. Net sales increased primarily due to higher volume in direct marketing primarily attributable to the 2020 Census contract. The following table summarizes net sales by products and services in the Marketing Solutions segment:

	Year Ended December 31,
Products and Services	2019		2018		$ Change			% Change
	(in millions, except percentages)
Direct marketing	$	676.7	$	581.6	$	95.1			16.4	%
Digital print and fulfillment		492.1		474.4		17.7			3.7	%
Digital and creative solutions		111.7		125.1		(13.4	)		(10.7	%)
Total Marketing Solutions	$	1,280.5	$	1,181.1	$	99.4			8.4	%

Marketing Solutions segment income from operations increased $12.4 million for the year ended December 31, 2019 compared to the same period in 2018, primarily due to higher volume in direct marketing.

Corporate

Corporate operating expenses in the year ended December 31, 2019 were $101.7 million, an increase of $7.6 million compared to the same period in 2018. The increase was primarily driven by higher other operating expense which related to the ongoing SEC and DOJ investigations, an increase in reserves for an unfavorable state sales tax matter and expenses related to the bankruptcy liquidation of RRD Brazil, partially offset by the gains from business dispositions. The following table summarizes unallocated operating expenses and certain items impacting comparability within the activities presented as Corporate:

	Year Ended December 31,
	2019		2018
	(in millions)
Operating expenses	$	101.7	$	94.1
Restructuring, impairment and other charges-net		10.7		9.1
Other operating expense		13.9		—

LIQUIDITY AND CAPITAL RESOURCES

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

The following describes our cash flows for the years ended December 31, ~~2020~~2021, ~~2019~~2020 and ~~2018~~2019.

	Year Ended December 31,
	2020			2019			2018
	2021			2020			2019
	(in millions)
Net cash provided by operating activities	$	~~149~~92.81		$	~~139~~149.38		$	~~203~~139.53
Net cash provided by (used in) investing activities		305.0			(25.8	)		(7.4	)
Net cash (used in) provided by investing activities		(55.3	)		305.0			(25.8	)
Net cash used in financing activities		(~~329~~75.3	)		(~~289~~329.43	)		(77289.24	)
Effect of exchange rates on cash, cash equivalents and restricted cash		81.32			(38.93	)		(163.89	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	133.8		$	(179.8	)	$	102.1
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(37.3	)	$	133.8		$	(179.8	)

Operating cash inflows are largely attributable to sales of our products and services. Operating cash outflows are largely attributable to recurring expenditures for raw materials, labor, rent, interest, taxes and other operating activities.

Net cash provided by operating activities in 2020 was $10.5 million higher than in 2019, primarily due to the deferral of the employer portion of payroll taxes of $35.1 million as part of the CARES Act, lower interest payments and a reduction in working capital, partially offset by approximately $47 million that was paid in connection with certain deferred compensation plans along with higher restructuring payments. Included in net cash provided by operating activities were the following operating cash (outflows) inflows:29

	Year Ended December 31,
	2020			2019			2018
	(in millions)
Income tax payments, net of tax refunds	$	(61.5	)	$	(60.9	)	$	15.2
Interest payments		(125.8	)		(158.6	)		(173.0	)
Performance-based compensation payments		(48.4	)		(45.4	)		(36.8	)
Restructuring and MEPP payments		(71.9	)		(42.6	)		(32.7	)
Payments to deferred compensation participants		(47.0	)		—			—
Pension and other postretirement benefits plan contributions		(9.5	)		(8.6	)		(17.9	)

Net cash provided by operating activities in 2021 was $92.1 million, $57.7 million lower than in 2020. The decrease in operating cash provided by operating activities in 2021 was primarily driven by $44.2 million of merger related cash payments including accelerated incentive compensation, the payment of a break fee and professional fees. Further, during 2021 we made $31.1 million of LSC bankruptcy related payments primarily associated with lump sum settlements of two MEPP plans, and a $17.5 million repayment of payroll taxes deferred in 2020 as part of the CARES Act. Operating cash flow also decreased due to working capital investments, higher incentive compensation payments, and a $9.2 million payment to terminate certain interest rates swaps, partially offset by lower restructuring, tax and interest payments. In addition, the prior year amount benefitted from the deferral of payroll taxes of $35.1 million. Included in net cash provided by operating activities were the following operating cash (outflows) inflows:

	Year Ended December 31,
	2021			2020			2019
	(in millions)
Income tax payments, net of tax refunds	$	(39.2	)	$	(61.5	)	$	(60.9	)
Interest payments		(114.4	)		(125.8	)		(158.6	)
Performance-based compensation payments		(59.4	)		(48.4	)		(45.4	)
Merger related payments:
Accelerated Incentive Compensation		(25.5	)		—			—
Break fee payment to Atlas		(12.0	)		—			—
Professional fees		(6.7	)		—			—
Restructuring and MEPP payments		(59.8	)		(71.9	)		(42.6	)
LSC bankruptcy related payments, including MEPP		(31.1	)		(3.7	)		—
Payments on interest rate swap terminations		(9.2	)		—			—
Payments to deferred compensation participants		—			(47.0	)		—
Pension and other postretirement benefits plan contributions		(5.0	)		(9.5	)		(8.6	)

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

	Year Ended December 31,
	2020			2019			2018
	2021			2020			2019
	(in millions)
Capital expenditures	$	(8573.63	)	$	(~~138~~85.86	)	$	(~~104~~138.48	)
Acquisition of business		—			~~(3.0~~—	)		—(3.0	)
Dispositions of businesses, net of cash disposed		~~247~~(1.64	)		50247.6			4450.16
Proceeds from sales of investments and other assets		43.0			65.4			54.5
Proceeds from sales of property, plant and equipment		19.2			43.0			65.4
Proceeds (payments) related to life insurance policies		100.0			—			(1.6	)
Proceeds related to life insurance policies		0.2			100.0			—
Proceeds from issuance of long-term debt		—451.1			—			~~544.5~~—
Proceeds from other short-term debt		—			—			94.5
Payments on other short-term debt		—			—			(37.9	)
Payments on other short-term debt		—			(37.9	)		(62.4	)
Payments of current maturities and long-term debt		(524.8	)		(281.0	)		(223.0	)
Payments of current maturities and long-term debt		(281.0	)		(223.0	)		(460.7	)
Net proceeds (payments) under credit facilities		32.0			(42.0	)		(17.0	)
Net payments under credit facilities		(42.0	)		(17.0	)		(157.0	)
Dividends paid		—			(2.1	)		(8.5	)
Dividends paid		(2.1	)		(8.5	)		(23.9	)

Capital expenditures in ~~2020~~2021 were $5312.23 million and $1865.85 million lower than in ~~2019~~2020 and ~~2018~~2019, respectively. Capital expenditures in 2019 were higher primarily due to investments associated with building a new facility ~~following~~in advance of the expected sale and relocation of a printing facility in Shenzhen, China and additional investments related to the 2020 Census contract.

Proceeds from disposition of businesses included the sales of Courier Logistics, DLS Worldwide, and International Logistics in 2020, and the sale of the GDS and R&D businesses in 2019~~, and the sale of the Print Logistics business in 2018~~.

32Proceeds from sale of investments and other assets in 2021 included cash proceeds from the sale of restructured facilities of $13.4 million. Proceeds from sale of investments and other assets in 2020 primarily included $25.1 million cash received as a deposit for the expected sale of a printing facility in Shenzhen, China and cash proceeds from the sale of restructured facilities of $13.7 million. In 2020, we also received $100.0 million in proceeds primarily from the termination of certain life insurance policies.

Proceeds from ~~sale~~issuances of ~~investments~~long-term ~~and~~debt ~~other~~during ~~assets~~the inyear ~~2020~~ended ~~included~~December 31, 2021 reflects the issuance of $~~25.1~~450 million ~~cash~~of ~~received~~6.125% assenior ~~deposits~~secured ~~for~~notes ~~the~~due ~~expected~~2026 ~~sale~~during ofthe asecond ~~printing~~quarter. ~~facility~~Payments inof ~~Shenzhen,~~current ~~China~~maturities and ~~cash~~long-term ~~proceeds~~debt ~~from~~in ~~the~~2021 ~~sale~~primarily ofreflects ~~restructured~~the ~~facilities~~repayment of $13387.76 million~~. Proceeds~~ ~~from~~of ~~sale~~principal ofon ~~investments~~the ~~and~~Term ~~other~~Loan, ~~assets~~the redemption in ~~2019~~December ~~primarily~~of ~~included~~the $5379.63 million ~~cash~~of ~~received~~notes asmaturing ain ~~deposit~~February ~~for~~2022 and repayment of the ~~expected~~$55.6 ~~sale~~million of athe ~~printing~~debentures ~~facility~~that inmatured ~~Shenzhen~~on April 15, ~~China~~2021. Payments of current maturities and ~~cash~~long-term ~~proceeds~~debt in 2020 represent repurchases of outstanding debt with maturities from 2020 to 2024 along with the ~~sale~~repayment of ~~restructured~~the ~~facilities~~remaining balance of ~~$9.9~~the ~~million.~~notes Inthat ~~2020~~matured on June 15, we2020. ~~also~~We ~~received~~had $~~100~~32.0 million inof ~~proceeds~~outstanding ~~primarily~~borrowings ~~from~~under ~~the~~our ~~termination~~ABL ofCredit ~~certain~~Facility ~~life~~on ~~insurance~~December ~~policies~~31, 2021.

During 2020, payments of current maturities and long-term debt primarily reflect the repurchases of outstanding debt with maturities from 2021 to 2024, together with the repayment and redemption of the remaining balance of senior notes maturing in 2020 and 2021. 30

Proceeds from issuance of long-term debt in 2018 reflect the proceeds from the Term Loan, which we used to repay current maturities and long-term debt.

Dividends

~~During the year ended December 31, 2020, we paid cash dividends of $2.1 million.~~ On April 6, 2020, the Board of Directors of the Company decided to suspend all dividend payments as part of the Company’s response to the COVID-19 outbreak. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Executive Overview, Response to COVID-19 Section for further discussion.

Each of our ABL Credit Agreement, ~~and~~ Term Loan Credit Agreement and indenture for our Secured Notes limit availability to make dividend payments, subject to specified exceptions. Our Board of Directors must review and approve future dividend payments and will determine whether to declare additional dividends based on our operating performance, expected future cash flows, debt levels, liquidity needs and investment opportunities.

Contractual Cash Obligations and other Commitments

As of December 31, ~~2020~~2021, we had $1.5 billion of outstanding debt. ~~and~~The ~~the~~next ~~related obligations to make~~ scheduled principal ~~and~~payment ~~interest~~of ~~payments, including~~ $6175.10 million ~~and~~is ~~$84.8 million of scheduled principal payments~~ due in ~~2021 and 2022, respectively~~2023. In addition, we have certain contractual obligations for the purchase of property, plant and equipment of $1931.62 million payable in ~~2021~~2022. During the year ended December 31, 2020, we deferred the employer portion of payroll tax of $35.1 million as part of the CARES Act,. ~~and~~We werepaid ~~have~~the ~~obligations~~first ~~to repay one-~~half of ~~these~~the ~~deferrals~~deferred amount in the fourth quarter of 2021 and we have an obligation to repay the remaining one-half in the fourth quarter of 2022. We also have certain other contractual obligations, including certain MEPP withdrawal obligations (see Note 5, Restructuring, Impairment and Other Charges and Note 109, Retirement Plans, to the Consolidated Financial Statements, for further discussion) and obligations to pay transition tax (see Note 1110, Income Taxes, to the Consolidated Financial Statements, for further discussion). We expect to be able to meet these obligations ~~based~~using on our cash flow from operations, cash balances, and availability under our ABL Credit Facility.

Cash and cash equivalents were $280.2 million as of December 31, 2021, a decrease of $8.6 million compared to December 31, 2020. Included in Cash and cash equivalents at December 31, 2021 were $1.9 million of short-term investments, which primarily consisted of short-term deposits and money market funds. These investments are held at institutions with sound credit ratings and are highly liquid.

Liquidity

~~Cash~~Our ~~and~~ cash ~~equivalents~~balances ~~were~~are ~~$288~~held in numerous locations throughout the world, including substantial amounts held outside of the United States.8 ~~million~~Cash and cash equivalents as of December 31, ~~2020,~~2021 anincluded ~~increase~~$14.1 ofmillion in the U.S. and $96266.91 million ~~compared~~at international locations. We maintain cash pooling structures that enable participating international locations to ~~December~~draw ~~31,~~on ~~2019~~our international cash resources to meet local liquidity needs. ~~Included~~Foreign incash ~~Cash~~balances ~~and~~may be loaned from certain cash ~~equivalents~~pools atto U.S. operating entities on a temporary basis in order to reduce our short-term borrowing costs or for other purposes. During the year ended December 31, ~~2020~~2021, ~~were~~we transferred approximately $~~0.9~~64 million of ~~short-term~~cash ~~investments,~~held ~~which~~in ~~primarily~~international ~~consisted~~jurisdictions ofto ~~short-term~~the ~~deposits~~U.S. ~~and~~which ~~money~~was ~~market~~used ~~funds~~to reduce debt outstanding. ~~These~~In ~~investments~~future ~~are~~years ~~held~~we athave ~~institutions~~further ~~with~~opportunities ~~sound~~to ~~credit~~repatriate ~~ratings~~foreign ~~and~~cash, ~~are~~primarily ~~highly~~generated ~~liquid~~from current year earnings, in a tax efficient manner.

~~Our~~As ~~cash balances are held in numerous locations throughout the world, including substantial amounts held outside~~ of ~~the United States. Cash and cash equivalents as of~~ December 31, ~~2020~~2021, ~~included~~we ~~$51.5~~were ~~million~~ in ~~the~~compliance ~~U.S.~~with ~~and~~the ~~$237.3~~covenants ~~million~~under atour ~~international~~debt ~~locations.~~agreements Weand ~~maintain~~expect ~~cash~~to ~~pooling~~remain ~~structures~~in ~~that~~compliance ~~enable~~based ~~participating international locations to draw~~ on our ~~international~~estimates ~~cash~~of ~~resources to meet local liquidity needs. Foreign cash balances may be loaned from certain cash pools to U.S.~~ operating ~~entities~~and onfinancial aresults ~~temporary~~for ~~basis~~2022 inand ~~order~~the toforeseeable ~~reduce our short-term borrowing costs or for other purposes~~future. ~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2020~~2021, we ~~transferred~~met ~~approximately~~all ~~$45 million of cash held in international jurisdictions to~~ the ~~U.S.~~conditions ~~which~~required ~~was used~~ to ~~reduce~~borrow ~~debt~~under ~~outstanding.~~the InABL ~~future~~Credit ~~years,~~Agreement asand ~~a result of the Tax Act,~~ we ~~have~~expect ~~further~~to ~~opportunities~~continue to ~~repatriate~~meet ~~foreign~~the ~~cash,~~borrowing ~~primarily generated from current year earnings, in a tax efficient manner~~conditions.

~~During~~As ~~the year~~of ~~ended~~ December 31, ~~2020~~2021, we ~~executed~~had ~~various~~$32.0 ~~transactions~~million ~~that~~of ~~reduced~~outstanding ~~our~~borrowings ~~near-term maturities~~ and ~~extended our debt maturity profile~~$67.3 ~~During~~million ~~this~~of ~~period,~~letters weof ~~repurchased~~credit onissued under the ~~open~~ABL ~~market~~Credit ~~$98~~Facility.5 ~~million~~Based ~~aggregate~~on ~~principal~~the ofBorrowing ~~debt~~Base ~~maturing~~as inof ~~2020~~December 31, 2021, and ~~2022~~outstanding letters of credit, ~~including~~we had $1550.37 million of ~~the~~borrowing ~~7.625%~~capacity ~~notes~~available ~~due~~under ~~2020 (~~the ~~“2020~~ABL ~~Notes”),~~Credit ~~$67~~Facility.6 ~~million~~We ~~aggregate~~also ~~principal~~had ~~of 7~~$143.~~875%~~4 ~~notes~~million ~~due~~in ~~2021~~other ~~(the~~uncommitted ~~“2021~~credit ~~Notes”)~~facilities, ~~$1.3~~primarily ~~million~~outside ~~aggregate principal of~~ the 8U.~~875%~~S., ~~debentures~~of ~~due~~which ~~2021~~we ~~(the~~had ~~“2021 Debentures”), and~~ $28111.39 million ~~aggregate~~in ~~principal~~outstanding letters of ~~the~~credit, ~~7.000%~~bank ~~notes~~guarantees ~~due~~and inbank ~~2022~~acceptance ~~(the “2022 Notes”) using available cash~~drafts.

On December 4, 2020, we redeemed the remaining $83.3 million aggregate principal outstanding of the 2021 Notes using a combination of available cash and a borrowing under our ABL Credit Facility. The redemption price included a premium of $1.7 million.31

33The current availability under the ABL Credit Facility as of December 31, 2021 is shown in the table below:

On June 18, 2020, we completed a public exchange transaction in which we exchanged $246.2 million aggregate principal amount of the Company’s debt held by various investors maturing between 2021 and 2024 (the “Old Debt”) for $244.9 million aggregate principal amount of newly issued unsecured 8.25% notes due 2027 (the “New 2027 Notes”). The Old Debt that was exchanged consisted of $16.4 million of the 2021 Notes; $3.3 million of the 2021 Debentures; $25.8 million of the 2022 Notes; $161.6 million of the 6.500% notes due 2023 (the “2023 Notes”); and $39.1 million of the 6.000% of notes due 2024 (the “2024 Notes”). Other than the interest rate, the terms of the New 2027 Notes are substantially similar to the terms of the Old Debt.

	December 31, 2021
Availability	(in millions)
ABL Credit Facility	$	650.0

Usage
Borrowings under the ABL Credit Facility	$	32.0
Outstanding letters of credit		67.3
	$	99.3

Current availability at December 31, 2021	$	550.7
Cash and cash equivalents		280.2
Total available liquidity^(a)	$	830.9

In March 2020, we entered into privately negotiated agreements with the largest holder of our outstanding notes (the “Holder”) to extend a significant portion of the Company’s 2023 and 2024 maturities. The agreements included the exchange of $277.0 million aggregate principal amount of notes owned by the Holder, consisting of $54.0 million of the 2023 Notes, $177.4 million of the 2024 Notes, and $45.6 million of the 6.625% debentures due 2029 (the “2029 Debentures”) for $297.0 million aggregate principal amount of newly issued unsecured 8.50% notes due 2029 (the “New 2029 Notes”). Other than the interest rate, the terms of the New 2029 Notes are substantially similar to the terms of the 2029 Debentures. The exchange was executed in a series of transactions that were completed on April 8, 2020. The agreements also included the repurchase of $6.6 million of the 2022 Notes and $20.0 million of the 2024 Notes. These repurchases were completed in March and were funded with a draw from our ABL Credit Facility. In May 2020, we entered into an additional agreement with the Holder in which the Holder agreed to exchange approximately $9.0 million aggregate principal amount of the 2029 Debentures and $14.5 million aggregate principal amount of 8.820% Debentures due 2031 (collectively, the “Old Debentures”) for $21.2 million aggregate principal amount of New 2029 Notes. This transaction was completed on June 19, 2020.

We currently have an $800.0 million senior secured asset-based revolving credit facility (the “ABL Credit Facility”) that is scheduled to mature on September 22, 2022. The amount available to be borrowed under the ABL Credit Facility is equal to the lesser of (a) $800.0 million and (b) a borrowing base formula based on the amount of accounts receivable, inventory, machinery, equipment and, if we were to so elect in the future subject to the satisfaction of certain conditions, fee-owned real estate of ours and our material domestic subsidiaries, subject to certain eligibility criteria and advance rates (collectively, the “Borrowing Base”). The aggregate amount of real estate, machinery and equipment that can be included in the Borrowing Base formula cannot exceed $200.0 million.

Borrowings under the ABL Credit Facility bear interest at a rate dependent on the average quarterly availability and is calculated according to a base rate (except in certain circumstances, based on the prime rate) or a Eurocurrency rate (except in certain circumstances, based on LIBOR) plus an applicable margin. The applicable margin for base rate loans ranges from 0.25% to 0.50% and the applicable margin for Eurocurrency loans ranges from 1.25% to 1.50%. In addition, a fee is payable quarterly on the unused portion of the total commitments. This fee accrues at a rate of either 0.25% or 0.375% depending upon the average usage of the facility. Borrowings under the ABL Credit Facility may be used for working capital and general corporate purposes.

Our obligations under the ABL Credit Facility are guaranteed by our material domestic subsidiaries (the “Guarantors”) and are secured by a security interest in substantially all assets of ours and the Guarantors, including, only to the extent included in the Borrowing Base, real property, in each case subject to certain exceptions and exclusions. The assets of ours and the Guarantors consisting of accounts receivable, inventory, deposit accounts, securities accounts, machinery and equipment and, to the extent related to the foregoing, general intangibles, documents and instruments, as well as 65% of the equity interests of our first-tier foreign subsidiaries (collectively, the “ABL Priority Collateral”), secure our obligations and the obligations of the Guarantors under the ABL Credit Facility and the related guarantees on a first-priority basis, and all other collateral other than the ABL Priority Collateral secures our obligations and the obligations of the Guarantors under the ABL Credit Facility on a second-priority basis, in each case, subject to permitted liens.

Our debt agreements contain customary affirmative and negative covenants including negative covenants restricting, among other things, our ability to incur debt, make investments, make certain restricted payments (including payments on certain other debt and external dividends), incur liens securing other debt, consummate certain fundamental transactions, enter into transactions with affiliates and consummate asset sales. The credit agreement for the ABL Credit Facility (the “ABL Credit Agreement”) contains a covenant which requires us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 if availability under the ABL Credit Facility declines below certain levels. The credit agreement for the $550 million senior secured term loan B established in 2018 (the “Term Loan Credit Agreement”) requires that the net cash proceeds of significant asset sales be used to prepay the Term Loan to the extent that the net cash proceeds are not used for reinvestment in assets useful to our business, certain acquisitions and investments, repayment of certain borrowings under our ABL Credit Facility or the funding of debt repayments, redemptions or tenders of certain existing notes maturing prior to the January 15, 2024 maturity of the Term Loan, in each case, subject to certain restrictions and limitations set forth in the Term Loan Credit Agreement.

As of December 31, 2020, we were in compliance with the covenants under our debt agreements and expect to remain in compliance based on our estimates of operating and financial results for 2021 and the foreseeable future. As of December 31, 2020, we met all the conditions required to borrow under the ABL Credit Agreement and we expect to continue to meet the borrowing conditions.

As of December 31, 2020, we had no outstanding borrowings and $56.1 million of letters of credit issued under the ABL Credit Facility. Based on the Borrowing Base as of December 31, 2020 and outstanding letters of credit, we had $575.9 million of borrowing capacity available under the ABL Credit Facility. We also had $166.5 million in other uncommitted credit facilities, primarily outside the U.S., of which we had $91.5 million in outstanding letters of credit, bank guarantees and bank acceptance drafts.

The current availability under the ABL Credit Facility as of December 31, 2020 is shown in the table below:

	December 31, 2020
Availability	(in millions)
ABL Credit Facility	$	800.0
Availability reduction due to available borrowing base		168.0
	$	632.0
Usage
Borrowings under the ABL Credit Facility	$	—
Outstanding letters of credit		56.1
	$	56.1
Current availability at December 31, 2020	$	575.9
Cash and cash equivalents		288.8
Total available liquidity(a)	$	864.7

(a)	Total available liquidity does not include credit facilities of non-U.S. subsidiaries, which are uncommitted facilities.

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

The failure of a financial institution supporting the ABL Credit Facility would reduce the amount of underlying commitments unless a replacement institution was added. Currently, the ABL Credit Facility is supported by eight U.S. financial institutions.

~~Our~~On ~~credit~~November ~~ratings~~4, ~~from~~2021, Moody’s Investors Service, Inc. (“Moody’s”) placed our credit ratings under review for potential downgrade in connection with the initial announcement of a merger transaction. Our credit ratings from Moody’s and S&P Global Ratings (“S&P”) as of December 31, ~~2020~~2021 are shown in the table below:

	S&P	Moody's
Long-term corporate credit rating	B, ~~Neg~~(stable)	B2, ~~Neg~~(under review)
Senior unsecured debt	B-	B3
Term Loan	B+	B1

~~Off-Balance~~At ~~Sheet~~the ~~Arrangements~~request of Chatham, we amended our Term Loan Credit Agreement on February 7, 2022. The Term Loan Credit Agreement amendment provides, among other things, to permit the Chatham merger transaction, refinance $150 million of the existing term loans, provide for a tranche of $600 million of new incremental term loans, extend the maturity date of all the term loans to November 1, 2026 and change the reference rate to be based on the secured overnight financing rate (SOFR). Jefferies will also be appointed as the administrative agent under the Term Loan Credit Agreement and certain covenants and other provisions will be modified. The effectiveness of the term loan amendment is conditioned upon the consummation of the Chatham merger transaction.

~~Other~~Also ~~than~~at ~~certain~~the ~~contingent~~request ~~obligations~~of ~~discussed~~Chatham, we amended our existing ABL Credit Agreement in ~~Note~~February 92022. Upon the effectiveness of the amendment, ~~Commitments~~the ~~and~~ABL ~~Contingencies~~Credit Agreement will be amended to, weamong doother ~~not~~things, ~~have~~permit ~~off-balance~~the ~~sheet~~Chatham ~~arrangements~~merger transaction and change the reference rate for U.S. Dollar borrowings to SOFR, ~~financings~~for orSterling ~~special~~borrowings ~~purpose~~to ~~entities~~SONIA and for Yen borrowings to TIBOR. Wells Fargo will also be appointed as the administrative agent under the ABL Credit Agreement and certain negative covenants will be modified to permit the Chatham merger transaction. The effectiveness of the ABL amendment is conditioned upon the consummation of the Chatham merger transaction.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our most critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations, and which require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We have identified the following as our most critical accounting policies and judgments. Although we believe that our estimates and assumptions are reasonable, they are based upon information available when they are made, and therefore, actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

On January 1, 2018, we adopted ASC Topic 606, “Revenue from Contracts with Customers” using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. All revenue recognized in the Consolidated Statements of Operations is considered to be revenue from contracts with clients.

Our products revenue is primarily recognized at a point in time. We generally recognize revenue for products upon the transfer of control of the products to the client which typically occurs upon transfer of title and risk of ownership, which is generally upon shipment to the client. For certain products, we are able to recognize revenue for completed inventory billed but not yet shipped at the client’s direction.

Our services revenue is recognized both at a point in time as well as over time. Our business process outsourcing and digital and creative solutions revenue is recognized over time or at a point in time, depending on the nature of the service which could be either recurring or project-based.

Goodwill and Other Long-Lived Assets

Our methodology for allocating the purchase price of acquisitions is based on established valuation techniques, and when appropriate, includes valuations performed by management or third-party appraisers. Based on our current organization structure, we have identified 14 reporting units for which cash flows are determinable and to which goodwill may be allocated. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative excess fair value of each reporting unit.

We perform our goodwill impairment tests annually as of October 31 or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, indicating a possible impairment may exist.

As of October 31, ~~2020~~2021, seven reporting units had goodwill. The commercial print, digital print and fulfillment, forms, content and creative services, business process outsourcing, Latin America and Canada reporting units had no goodwill as of October 31, ~~2020~~2021. In the impairment test for goodwill, the estimated fair value of each reporting unit is compared to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds the estimated fair value, an impairment loss is recognized equal to the excess, limited to the total amount of goodwill allocated to that reporting unit.

Qualitative Assessment for Impairment

For ~~four~~all of our reporting units with goodwill, in ~~2020~~2021, we performed a qualitative assessment to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying value. In performing this analysis, we considered various factors, including the effect of market or industry changes and the reporting unit’s actual results compared to projected results. In addition, we considered how other key assumptions used in the prior annual goodwill impairment test could be impacted by changes in market conditions and economic events, including the impact of COVID-19.

As part of the qualitative review of impairment, we analyzed the potential change in fair value of the reporting units based on their operating results for the ten months ended October 31, ~~2020~~2021 compared to expected results. Based on our qualitative assessment, we concluded that as of October 31, ~~2020~~2021, it was more likely than not that the fair value of each of the reporting units was greater than its carrying value.

Quantitative Assessment for Impairment

For the three remaining reporting units with goodwill, we compared the estimated fair value of each reporting unit to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds the estimated fair value then the goodwill is reduced by the excess of carrying value over fair value. As part of our impairment test for these reporting units, we engaged a third-party appraisal firm to assist in our determination of the estimated fair values. This determination included estimating the fair value of each reporting unit using both income and market-based approaches. The income approach requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, discount rates and the allocation of shared or corporate items. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. We weighted both the income and market approach equally to estimate the concluded fair value of each reporting unit. As of October 31, 2020, the date of our assessment, the estimated fair values for these three reporting units with goodwill exceeded their respective carrying values.

Goodwill Impairment Assumptions

Although we believe our estimates of fair value are reasonable, actual financial results could differ materially from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions, including the projected revenue growth and operating expenses of the reporting units, as well as the selection of the valuation multiples of similar publicly traded companies and the discount rate, could have a material impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of our equity and debt securities may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value.

One measure of the sensitivity of the amount of goodwill impairment charges to key assumptions is the amount by which each reporting unit “passed” (fair value exceeds the carrying value) or “failed” (the carrying value exceeds fair value) the goodwill impairment test. All of our reporting units passed the goodwill impairment test performed by us during the fourth quarter of 2020 with fair values exceeding the carrying values by 20% or greater.

Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit. For example, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%. The estimated long-term net sales growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit. A 1.0% decrease in the long-term net sales growth rate would have resulted in no reporting units failing the goodwill impairment test. Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate. The estimated discount rates for the reporting units with operations primarily located in the U.S. ranged between 11.5% and 12.0% as of October 31, 2020. The estimated discount rate for the one reporting unit with operations primarily in foreign locations was 13.5% as of October 31, 2020. A 1.0% increase in estimated discount rates would have resulted in no reporting units failing the goodwill impairment test. We believe that our estimates of future cash flows and discount rates are reasonable, but future changes in the underlying assumptions could differ due to the inherent uncertainty in making such estimates. Additionally, further price deterioration or lower volume could have a material effect on the fair values of the reporting units.

Other Long-Lived Assets

We evaluate the recoverability of other long-lived assets, including property, plant and equipment and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends. When we determine that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value.

Pension and OPEB Plans

We record annual income and expense amounts and our year-end obligations relating to our pension and OPEB plans based on calculations which include various actuarial methods and assumptions, including discount rates, ~~expected~~mortality, ~~long-term~~utilization rates of ~~return,~~retiree ~~turnover~~health ~~rates~~care accounts, ~~health~~and ~~care~~healthcare cost trend rates, ~~and~~among ~~compensation increases~~others. We review our actuarial assumptions on an annual basis as of December 31 (or more frequently if a significant event requiring re-measurement occurs) and ~~modify~~makes modification to the assumptions based on current rates and trends when it isdeems it appropriate to do so. The ~~effects~~effect of modifications ~~are~~of ~~recognized~~actuarial ~~immediately~~assumptions on the ~~Consolidated~~value ~~Balance~~of ~~Sheet,~~the ~~but~~pension ~~are~~and ~~generally~~OPEB ~~amortized~~obligations ~~into~~is ~~operating~~recognized ~~results~~within ~~over~~other ~~future~~comprehensive ~~periods,~~income ~~with~~(loss) ~~the~~and ~~deferred~~amortized ~~amount~~into ~~recorded~~earnings inover ~~accumulated~~future ~~other comprehensive income (loss)~~periods. We believe that the assumptions utilized in recording our obligations under our plans are reasonable based on our experience, market conditions and input from our actuaries and investment advisors. The discount rates for pension benefits at December 31, ~~2020~~2021 and ~~2019~~2020 were 2.47% and 32.04%, respectively. The discount rates for OPEB plans were 2.27% and 32.02% at December 31, ~~2020~~2021 and ~~2019~~2020, respectively.

We use the full yield curve approach in the estimation of the interest components of net pension and OPEB plan expense (income) by applying the specific spot rates along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows.

A one-percentage point change in the discount rates at December 31, ~~2020~~2021 would have the following effects on the accumulated benefit obligation and projected benefit obligation:

Pension Plans

	1.0% Increase			1.0% Decrease
	(in millions)
Accumulated benefit obligation	$	(~~147~~133.26	)	$	~~187~~161.47
Projected benefit obligation		(~~148~~134.67	)		~~189~~162.19

OPEB

	1.0% Increase			1.0% Decrease
	(in millions)
Accumulated benefit obligation	$	(2416.18	)	$	2818.28

The majority of our pension plans are frozen and we have transitioned to a risk management approach for our U.S. pension plan assets. The overall investment objective of this approach is to further reduce the risk of significant decreases in the plan’s funded status by allocating a larger portion of the plan’s assets to investments expected to hedge the impact of interest rate risks on the plan’s obligation. Over time, the target asset allocation percentage for the pension plan is expected to decrease for equity and other “return seeking” investments and increase for fixed income and other “hedging” investments. The assumed long-term rate of return for plan assets, which is determined annually, is likely to decrease as the asset allocation shifts over time.

The expected long-term rate of return for plan assets is based upon many factors including expected asset allocations, historical asset returns, current and expected future market conditions and risk. In addition, we considered the impact of the current interest rate environment on the expected long-term rate of return for certain asset classes, particularly fixed income. The target asset allocation percentage for the primary U.S. pension plan was approximately 5015.0% for return seeking investments and approximately 5085.0% for hedging investments. The expected long-term rate of return on plan assets assumption used to calculate net pension and OPEB plan expense in ~~2020~~2021 was 5.5000% and 65.2575% for major U.S. pension and OPEB plans, respectively. The expected long-term rates of return on plan assets assumption that will be used to calculate net pension and OPEB plan expense (income) in ~~2021~~2022 are 53.0075% and 5.7525% for our major U.S. pension and OPEB plans, respectively.

A 0.25% change in the expected long-term rate of return on plan assets at December 31, ~~2020~~2021 would have the following effects on ~~2021~~2022 pension and OPEB plan (income)/expense:

	0.25% Increase			0.25% Decrease
	(in millions)

U.S. pension plans	$	(1.4	)	$	1.4
OPEB		(0.5	)		0.5

We also maintain several pension plans in international locations. The expected returns on plan assets and discount rates for those plans are determined based on each plan’s investment approach, local interest rates and plan participant profiles.

Accounting for Income Taxes

Significant judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities and any valuation allowances recorded against deferred tax assets. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, our tax returns are subject to audit by various U.S. and foreign tax authorities. We recognize a tax position in our financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. This recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Although we believe that our estimates are reasonable, the final outcome of uncertain tax positions may be materially different from that which is reflected in our historical financial statements.

We have recorded deferred tax assets related to future deductible items, including domestic and foreign tax loss and credit carryforwards. We evaluate these deferred tax assets by tax jurisdiction. The utilization of these tax assets is limited by the amount of taxable income expected to be generated within the allowable carryforward period and other factors. Accordingly, we have recorded a valuation allowance to reduce certain of these deferred tax assets when we have concluded that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be fully realized. If actual results differ from these estimates, or the estimates are adjusted in future periods, adjustments to the valuation allowance might need to be recorded. As of December 31, ~~2020~~2021 and ~~2019~~2020, valuation allowances of $~~195~~200.7 million and $~~237~~195.57 million, respectively, were recorded in our Consolidated Balance Sheet.

Deferred U.S. income taxes and foreign taxes have historically not been provided on the excess of the investment value for financial reporting over the tax basis of investments in those foreign subsidiaries for which such excess is considered to be permanently reinvested in those operations.

~~During~~See ~~2018,~~Note ~~we finalized our accounting analysis for the income tax effects of the Tax Cut and Jobs Act of 2017 (the “Tax Act”)~~10, ~~which~~Income ~~was signed into law on December 22~~Taxes, ~~2017. However, in the future, we may be subject~~ to ~~additional taxes as required under~~ the ~~Tax~~Consolidated ~~Act,~~Financial ~~based~~Statements ~~upon~~for ~~new~~further ~~regulations and guidance which may adversely affect our results of operations, financial position and cash flows~~discussion.

During 2018, we elected to treat the tax effects of global intangible low-taxed income (GILTI), a tax on foreign income in excess of deemed return on tangible assets of foreign corporations, as a current period expense when incurred

See Note 11, Income Taxes, to the Consolidated Financial Statements for further discussion.

OTHER INFORMATION

Environmental, Health and Safety

For a discussion of certain environmental, health and safety issues involving us, see Note 98, Commitments and Contingencies, to the Consolidated Financial Statements.

Litigation and Contingent Liabilities

For a discussion of certain litigation involving us, see Note 98, Commitments and Contingencies, to the Consolidated Financial Statements.

New Accounting Pronouncements

Recently issued accounting standards and their estimated effect on our Consolidated Financial Statements are also described in Note 1918, New Accounting Pronouncements, to the Consolidated Financial Statements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to interest rate risk on our variable-rate debt and price risk on our fixed-rate debt. At December 31, ~~2020~~2021, we had $~~539~~182.0 million of variable-rate debt. Including the effect of the floating-to-fixed interest rate swaps (see Note 1312, Derivatives, to the Consolidated Financial Statements), approximately ~~90.9~~95% of our outstanding debt was comprised of fixed-rate debt as of December 31, ~~2020~~2021.

We assess market risk based on changes in interest rates utilizing a sensitivity analysis that measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change in interest rates. Using this sensitivity analysis, such changes would not have a material effect on interest income or expense and cash flows and would change the fair values of fixed-rate debt at December 31, ~~2020~~2021 and ~~2019~~2020 by $238.7 million and $2523.87 million, respectively.

We are exposed to the impact of foreign currency fluctuations based on our global operations. Foreign currency fluctuations affect the U.S. dollar value of revenues earned and expenses incurred in foreign currencies. We are also exposed to currency risk to the extent we own assets or incur liabilities, or enter into other transactions that are not in the functional currency of the subsidiary in which we operate. We employ different practices to manage these risks, including where appropriate the use of derivative instruments, such as foreign currency forwards. As of December 31, 2020 and 2019, the aggregate notional amount of outstanding foreign currency contracts was $220.7 million and $179.9 million, respectively (see Note 13, Derivatives, to the Consolidated Financial Statements). The net unrealized gains from these foreign currency contracts were $3.6 million and $0.8 million at December 31, 2020 and 2019, respectively. We do not use derivative financial instruments for trading or speculative purposes.35

We are exposed to the impact of foreign currency fluctuations based on our global operations. Foreign currency fluctuations affect the U.S. dollar value of revenues earned and expenses incurred in foreign currencies. We are also exposed to currency risk to the extent we own assets or incur liabilities, or enter into other transactions that are not in the functional currency of the subsidiary in which we operate. We employ different practices to manage these risks, including where appropriate the use of derivative instruments, such as foreign currency forwards. As of December 31, 2021 and 2020, the aggregate notional amount of outstanding foreign currency contracts was $236.4 million and $220.7 million, respectively (see Note 12, Derivatives, to the Consolidated Financial Statements). The net unrealized gains from these foreign currency contracts were $2.6 million and $3.6 million as of December 31, 2021 and 2020, respectively. We do not use derivative financial instruments for trading or speculative purposes.

Credit Risk

We are exposed to credit risk on accounts receivable balances. This risk is mitigated due to our large, diverse client base, dispersed over various geographic regions and industrial sectors. No single client comprised more than 10% of our consolidated net sales in ~~2020~~2021, ~~2019~~2020 or ~~2018~~2019. We maintain provisions for potential credit losses and such losses to date have normally been within our expectations. We evaluate the solvency of our clients on an ongoing basis to determine if additional allowances for credit losses need to be recorded. Significant economic disruptions or a slowdown in the economy could result in significant additional charges.

Commodities

The primary raw materials used by us are paper and ink. To reduce price risk caused by market fluctuations, we have incorporated price adjustment clauses in certain sales contracts. We believe a hypothetical 10% change in the price of paper and other raw materials would not have a significant effect on our consolidated annual results of operations or cash flows because these costs are generally passed through to our clients, although there may be contractual delays in our ability to pass along these increases.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial information required by Item 8 is contained in Item 15 of Part IV of this Annual Report on Form 10-K.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15(b) and Rule 15d-15(e) of the Securities Exchange Act of 1934, our management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of December 31, ~~2020~~2021, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures as of December 31, ~~2020~~2021 were effective in ensuring information required to be disclosed in our SEC reports was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information was accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended December 31, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Management on Internal Control Over Financial Reporting

The management of the Company, including the Company’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

Management of the Company, including the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. Management based this assessment on criteria for effective internal control over financial reporting described in the “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. 36

~~Based~~Management onof ~~this~~the ~~assessment~~Company, ~~management~~including ~~determined~~the ~~that~~Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2020,~~2021. ~~the~~Management ~~Company~~based ~~maintained~~this assessment on criteria for effective internal control over financial reporting described in the “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

~~Deloitte &~~Based ~~Touche~~on ~~LLP~~this assessment, anmanagement ~~independent~~determined ~~registered public accounting firm~~that, ~~who~~as ~~audited the consolidated financial statements~~ of ~~the~~December 31, ~~Company included in this Annual Report on Form 10-K~~ 2021, ~~has also audited~~ the ~~effectiveness~~Company ofmaintained ~~the~~effective ~~Company’s~~ internal control over financial reporting ~~as stated in its report appearing below~~.

~~February~~Deloitte 24& Touche LLP, ~~2021~~an independent registered public accounting firm, who audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting as stated in its report appearing below.

February 24, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of

R.R. Donnelley & Sons Company

Chicago, Illinois

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of R.R. Donnelley & Sons Company and subsidiaries (the “Company”) as of December 31, ~~2020~~2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2020~~2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, ~~2020~~2021 of the Company and our report dated February 24, ~~2021~~2022 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

February 24, ~~2021~~2022

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ITEM 9B.

OTHER INFORMATION

None.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF R. R. DONNELLEY & SONS COMPANY AND CORPORATE GOVERNANCE

~~Information~~The ~~regarding~~information ~~our~~required ~~directors~~by Item 10 is incorporated herein by reference to ~~the~~our ~~descriptions~~definitive ~~under~~proxy ~~“Proposal~~statement 1:or ~~Election~~amendment ofto ~~Directors,”~~this ~~and~~Form ~~“The~~10-K ~~Board’s~~to ~~Committees~~be ~~and~~filed ~~their~~with ~~Functions” of our Proxy Statement for~~ the ~~Annual~~SEC ~~Meeting~~no oflater ~~Stockholders~~than ~~scheduled to be held~~ May 202, ~~2021 (the “2021 Proxy Statement”)~~2022. ~~See~~Information ~~also the information~~ with respect to our executive officers is included as a supplemental item at the end of Part I of this Annual Report on Form 10-K under the caption “Information About Our Executive Officers.”

We have adopted a policy statement entitled Code of Ethics that applies to our chief executive officer and senior financial officers which we make available on our web site, www.rrd.com. In the event that an amendment to, or a waiver from, a provision of the Code of Ethics is made or granted, we intend to post such information on our web site.

ITEM 11.

EXECUTIVE COMPENSATION

~~Information~~The ~~regarding~~information ~~executive~~required ~~and~~by ~~director~~Item ~~compensation~~11 is incorporated herein by reference to ~~the~~our ~~material~~definitive ~~under~~proxy ~~the~~statement ~~captions~~or ~~“Compensation~~amendment ~~Discussion~~to ~~and~~this ~~Analysis,”~~Form ~~“Human~~10-K ~~Resources~~to ~~Committee~~be ~~Report,”~~filed ~~“Executive~~with ~~Compensation,”~~the ~~“Potential~~SEC ~~Payments~~no ~~Upon~~later ~~Termination~~than orMay ~~Change in Control~~2,” ~~and “Director Compensation” of the 2021 Proxy Statement~~2022.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Information~~The ~~regarding~~information required by Item 12 relating to the security ownership of certain beneficial owners and management is incorporated herein by reference to ~~the~~our ~~material~~definitive ~~under~~proxy ~~the~~statement ~~heading~~or ~~“Stock~~amendment ~~Ownership”~~to ofthis Form 10-K to be filed with the ~~2021~~SEC ~~Proxy~~no ~~Statement.~~later than May 2, 2022

Equity Compensation Plan Information

Information as of December 31, 2020 concerning compensation plans under which our equity securities are authorized for issuance was as follows:

Equity Compensation Plan Information

Plan Category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights (in thousands) (1)				Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) (2)				Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (1)) (in thousands) (3)
Equity compensation plans approved by security holders (a)(c)		4,804.3			$	23.59				1,687.7

(a) Includes 4,527,944 shares issuable upon the vesting of restricted stock units.

(b) Restricted stock units were excluded when determining the weighted-average exercise price of outstanding options, warrants and rights.

(c) All of these shares are available for issuance under the 2017 Performance Incentive Plan. The 2012 Performance Incentive Plan (the “2012 PIP”), which was frozen effective May 18, 2017, allowed grants in the form of cash or bonus awards, stock options, stock appreciation rights, restricted stock, stock units or combinations thereof. The maximum number of shares of common stock that could have been granted under the 2012 PIP with respect to bonus awards, including performance awards or fixed awards in the form of restricted stock or other form, was 10,000,000 in the aggregate, or 3,333,333 adjusted for the reverse stock split. The 2017 Performance Incentive Plan (the “2017 PIP”) allows grants in the form of cash or bonus awards, stock options, stock appreciation rights, restricted stock, stock units or combinations thereof. The maximum number of shares of common stock that may be granted under the 2017 PIP with respect to bonus awards, including performance awards or fixed awards in the form of restricted stock or other form, is 7,300,000 in the aggregate, of which 1,687,686 remained available for issuance as of December 31, 2020.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

~~Information~~The ~~regarding~~information ~~certain~~required ~~relationships~~by ~~and~~Item ~~related~~13 ~~transactions and director independence~~ is incorporated herein by reference to ~~the~~our ~~material~~definitive ~~under~~proxy ~~the~~statement ~~heading~~or ~~“Certain~~amendment ~~Transactions,”~~to ~~“The~~this ~~Board’s~~Form ~~Committees~~10-K ~~and~~to ~~Their~~be ~~Functions”~~filed ~~and~~with ~~“Corporate~~the ~~Governance—Independence~~SEC ofno ~~Directors”~~later ofthan ~~the~~May ~~2021~~2, ~~Proxy Statement~~2022.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

~~Information~~The ~~regarding~~information ~~principal~~required ~~accounting~~by ~~fees~~Item ~~and~~14 ~~services~~ is incorporated herein by reference to ~~the~~our ~~material~~definitive ~~under~~proxy ~~the~~statement ~~heading~~or ~~“The~~amendment ~~Company’s~~to ~~Independent~~this ~~Registered~~Form ~~Public~~10-K ~~Accounting~~to ~~Firm”~~be offiled with the ~~2021~~SEC ~~Proxy~~no ~~Statement.~~later than May 2, 2022.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	1. Financial Statements

The financial statements listed in the accompanying index (page F-1) to the financial statements are filed as part of this Annual Report on Form 10-K.

(b)

Exhibits

The exhibits listed in the Exhibit Index on the following page are filed or incorporated by reference as part of this Annual Report on Form 10-K.

(c)	Financial Statement Schedules omitted

Certain schedules have been omitted because the required information is included in the Consolidated Financial Statements and Notes thereto or because they are not applicable or not required.

ITEM 16.

FORM 10-K SUMMARY

None.

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INDEX TO 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K filed October 3, 2016).

2.4	Asset Purchase Agreement, dated as of September 14, 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K filed on October 3, 2016).

4.1	Description of Securities (filed herewith)

4.2	Instruments, other than those defining the rights of holders of long-term debt not registered under the Securities Exchange Act of 1934 of the registrant and of all subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (4)(iii)(A) of Item 601 of Regulation S-K. Registrant agrees to furnish a copy of any such instrument to the Commission upon request.

4.3	Indenture dated as of November 1, 1990 between the Company and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4 filed with the Company’s Form SE filed on March 26, 1992) (P)

4.4	Indenture dated as of January 3, 2007 between the Company and LaSalle Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on January 3, 2007)

4.5		Indenture, dated as of June 18, 2020, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020).

4.6	Indenture, dated as of March 30, 2020, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s 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 Company’s Current Report on Form 8-K/A filed August 29, 2019).

4.8	First Amendment to Rights Agreement, dated as of August 17, 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 Company’s 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 Company’s 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 Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on July 30, 2013)*

10.3	2004 Performance Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s 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 Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed on November 3, 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 Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed on November 3, 2010)*

4441

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Quarterly Report on Form 10-Q for the quarter ended September 31, 2016, filed on November 2, 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 Company’s Current Report on 8-K filed on October 3, 2017).

4542


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 Company’s 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 Company’s 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 Rule 15d-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 Rule 15d-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 Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith)

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

101.INS			Inline XBRL Instance Document

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*	Management contract or compensatory plan or arrangement.

4643

SIGNATURES

Pursuant to the requirements 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 24th day of February ~~2021~~2022.

R. R. DONNELLEY & SONS COMPANY

By:		/ S / Terry D. Peterson
		Terry D. Peterson Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on the 24th day of February ~~2021~~2022.

Signature and Title Signature and Title / S / DANIEL L. KNOTTS / S / TIMOTHY R. MCLEVISH * Daniel L. Knotts President and Chief Executive Officer, Director (Principal Executive Officer) Timothy R. Mclevish Director / S / Terry D. Peterson / S / JAMIE MOLDAFSKY * Terry D. Peterson Executive Vice President and Chief Financial Officer (Principal Financial Officer) Jaime Moldafsky Director / S / MICHAEL J. SHARP / S / JOHN C. POPE * Michael J. Sharp Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) John C. Pope Chairman of the Board, Director / S / P.JAMES ~~CODY~~RAY ~~PHIPPS~~ * / S / IRENE M. ESTEVES * P.James ~~Cody~~Ray ~~Phipps~~ Director Irene M. Esteves Director / S / SUSAN M. GIANINNO * Susan M. Gianinno Director

By:

/ S / Deborah L. Steiner

Deborah L. Steiner

As Attorney-in-Fact

*	By Deborah L. Steiner as Attorney-in-Fact pursuant to Powers of Attorney executed by the directors listed above, which Powers of Attorney have been filed with the Securities and Exchange Commission.

4744

ITEM 15(a). INDEX TO FINANCIAL STATEMENTS

	Page
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2020	F–	2
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2021	F–	2
Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2020	F–	3
Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2021	F–	3
Consolidated Balance Sheets as of December 31, 2020 and 2019	F–	4
Consolidated Balance Sheets as of December 31, 2021 and 2020	F–	4
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2020	F–	5
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2021	F–	5
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2020	F–	6
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2021	F–	6
Notes to Consolidated Financial Statements	F–	7
Report of Independent Registered Public Accounting Firm	F–	40
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F–	40
Unaudited Interim Financial Information	F–	42

F-1

R. R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

	Year Ended December 31,
	2020			2019			2018
	2021			2020			2019
Net sales		4,~~766~~963.37			54,~~473~~766.23			5,~~702~~473.42
Cost of sales		3,~~789~~994.29			43,~~389~~789.32			4,~~580~~389.3
Gross profit		~~977~~968.18			~~1,083~~977.91			1,~~122~~083.19
Selling, general and administrative expenses (exclusive of depreciation and amortization)		~~597~~600.56			~~687~~597.75			~~729~~687.57
Restructuring, impairment and other charges-net (Note 5)		~~100~~33.03			36100.70			3836.67
Depreciation and amortization		~~145~~130.75			~~162~~145.67			~~172~~162.76
Other operating expense (income)		25.8			11.6			(0.3	)
Other operating expense		40.9			25.8			11.6
Income from operations		~~108~~163.15			~~185~~108.31			~~181~~185.63
Interest expense-net (Note 12)		135.1			150.6			168.3
Interest expense-net (Note 11)		127.6			135.1			150.6
Investment and other income-net		(1419.19	)		(1614.71	)		(2016.47	)
Loss on debt extinguishment		37.01			03.80			320.48
(Loss) income from continuing operations before income taxes		(15.9	)		50.6			1.3
Income (loss) from continuing operations before income taxes		48.7			(15.9	)		50.6
Income tax expense (Note 11)		10.0			54.9			31.5
Income tax expense (Note 10)		44.9			10.0			54.9
Net loss from continuing operations		(25.9	)		(4.3	)		(30.2	)
Net income (loss) from continuing operations		3.8			(25.9	)		(4.3	)
Gain on sale of discontinued operations, net of tax		~~127~~0.46			—127.4			~~0.3~~—
Income (loss) from discontinued operations, net of tax (Note 2)		(2.5	)		(88.4	)		20.3
Loss from discontinued operations, net of tax (Note 2)		—			(2.5	)		(88.4	)
Net income (loss) from discontinued operations		~~124~~0.96			~~(88~~124.49	)		20(88.64	)
Net income (loss)		994.04			~~(92~~99.70	)		(992.67	)
Less: income attributable to noncontrolling interests		0.57			0.5			10.45
Net income (loss) attributable to RRD common stockholders	$	983.57		$	~~(93~~98.25	)	$	(1193.02	)
Basic and diluted net (loss) earnings per share attributable to RRD common stockholders (Note 14):
Basic net earnings (loss) per share attributable to RRD common stockholders (Note 13):
Continuing operations	$	(0.3704	)	$	(0.0737	)	$	(0.4507	)
Discontinued operations		10.7301			(1.2473	)		0(1.2924	)
Net Income (loss) attributable to RRD common stockholder		1.36			(1.31	)		(0.16	)
Net earnings (loss) attributable to RRD common stockholders		0.05			1.36			(1.31	)
Diluted net earnings (loss) per share attributable to RRD common stockholders (Note 13):
Continuing operations	$	0.04		$	(0.37	)	$	(0.07	)
Discontinued operations		0.01			1.73			(1.24	)
Net earnings (loss) attributable to RRD common stockholders		0.05			1.36			(1.31	)
Weighted average number of common shares outstanding:
Basic		7273.32			7172.23			7071.62
Diluted		7274.35			7172.23			7071.62

See accompanying Notes to Consolidated Financial Statements.

F-2

R. R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

	Year Ended December 31,
	2020			2019			2018
	2021			2020			2019
Net income (loss)	$	994.04		$	~~(92~~99.70	)	$	(992.67	)
Other comprehensive income (loss), net of tax (Note 15):
Other comprehensive (loss) income, net of tax (Note 14):
Translation adjustments		27(11.81	)		727.08			~~(39~~7.90	)
Adjustment for net periodic pension and other postretirement benefits plan cost		791.27			~~(30~~7.52	)		11(30.45	)
Changes in fair value of derivatives		~~(12~~10.01	)		1(12.0	)		—1.0
Other comprehensive income (loss)		2390.07			~~(22~~23.50	)		(2822.5	)
Comprehensive income (loss)		~~122~~95.01			~~(115~~122.20	)		(38115.12	)
Less: comprehensive income attributable to noncontrolling interests		10.26			01.42			1.0.4
Comprehensive income (loss) attributable to RRD common stockholders	$	~~120~~94.85		$	~~(115~~120.68	)	$	(39115.16	)

See accompanying Notes to Consolidated Financial Statements.

F-3

R. R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)

CONSOLIDATED BALANCE SHEETS

(in millions, except per share data)

	December 31,
	2020			2019
	2021			2020
ASSETS
Cash and cash equivalents	$	~~288~~280.82		$	~~191~~288.98
Receivables, less allowances for credit losses of $15.9 in 2020 (2019 - $14.3) (Note 1)		1,009.2			1,041.0
Receivables, less allowances for credit losses of $8.7 in 2021 (2020 - $15.9) (Note 1)		1,063.4			1,009.2
Inventories (Note 1)		~~302~~352.17			~~301~~302.81
Assets held-for-sale		239.12			~~200~~23.61
Prepaid expenses and other current assets		~~133~~101.43			95133.64
Total current assets		1,~~756~~806.68			1,~~830~~756.96
Property, plant and equipment-net (Note 1)		~~438~~408.84			~~499~~438.48
Goodwill (Note 6)		~~410~~405.64			~~404~~410.56
Other intangible assets-net (Note 6)		6849.8			8868.8
Deferred income taxes (Note 11)		78.5			57.8
Deferred income taxes (Note 10)		34.6			78.5
Operating lease assets (Note 9)		223.8			196.7
Operating lease assets (Note 8)		214.5			223.8
Other noncurrent assets		~~153~~211.89			~~252~~153.08
Total assets	$	3,~~130~~131.94		$	3,~~330~~130.19
LIABILITIES
Accounts payable	$	~~804~~895.53		$	~~798~~804.95
Accrued liabilities and other (Note 8)		351.2			311.3
Accrued liabilities and other (Note 7)		352.9			351.2
Short-term operating lease liabilities (Note 9)		73.4			64.6
Short-term operating lease liabilities (Note 8)		70.8			73.4
Short-term and current portion of long-term debt (Note 12)		61.1			71.2
Short-term and current portion of long-term debt (Note 11)		—			61.1
Liabilities held-for-sale		—			92.1
Total current liabilities		1,319.0			1,290.2
Total current liabilities		1,290.2			1,338.1
Long-term debt (Note 11)		1,466.3			1,442.0
Long-term debt (Note 12)		1,442.0			1,747.2
Pension liabilities (Note 9)		62.5			89.5
Pension liabilities (Note 10)		89.5			113.6
Other postretirement benefits plan liabilities (Note 9)		—			55.8
Other postretirement benefits plan liabilities (Note 10)		55.8			61.7
Long-term income tax liability (Note 10)		60.3			68.3
Long-term income tax liability (Note 11)		68.3			75.8
Long-term operating lease liabilities (Note 8)		149.9			156.9
Long-term operating lease liabilities (Note 9)		156.9			136.4
Other noncurrent liabilities		238.3			272.0
Other noncurrent liabilities		272.0			227.6
Total liabilities		3,296.3			3,374.7
Total liabilities		3,374.7			3,700.4
Commitments and Contingencies (Note 8)
Commitments and Contingencies (Note 9)
EQUITY
RRD stockholders' equity
Preferred stock, $1.00 par value
Authorized: 2.0 shares; Issued: None		—			—
Common stock, $0.01 par value
Authorized: 165.0 shares;
Issued: 89.0 shares in 2020 and 2019		0.9			0.9
Issued: 89.0 shares in 2021 and 2020		0.9			0.9
Additional paid-in-capital		32,~~263~~686.69			3,~~348~~263.06
Accumulated deficit		(2,~~240~~237.70	)		(2,~~336~~240.87	)
Accumulated other comprehensive loss		(~~153~~63.91	)		(~~176~~153.29	)
Treasury stock, at cost, 17.6 shares in 2020 (2019 - 18.1 shares)		(1,127.6	)		(1,219.6	)
Treasury stock, at cost, 13.8 shares in 2021 (2020 - 17.6 shares)		(566.4	)		(1,127.6	)
Total RRD stockholders' equity	$	(~~257~~178.7	)	$	(~~383~~257.7	)
Noncontrolling interests		13.98			13.49
Total equity		(~~243~~164.89	)		(~~370~~243.38	)
Total liabilities and equity	$	3,~~130~~131.94		$	3,~~330~~130.19

See accompanying Notes to Consolidated Financial Statements.

F-4

R. R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,
	2020			2019			2018
	2021			2020			2019
OPERATING ACTIVITIES
Net income (loss)	$	994.04		$	~~(92~~99.70	)	$	(992.67	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Impairment charges-net		251.89			9925.38			1399.93
Depreciation and amortization		~~150~~130.35			~~169~~150.23			~~181~~169.42
Provision for credit losses		6.7			7.4			13.3
(Benefit) provision for credit losses		(4.0	)		6.7			7.4
Share-based compensation		87.1			108.91			810.69
Deferred income taxes		~~(14~~12.79	)		21(14.57	)		221.75
Changes in uncertain tax positions		(37.63	)		(03.96	)		(40.89	)
Gain on investments and other assets-net		(148.0	)		(15.1	)		(14.9	)
Gains from sales of property, plant and equipment		(12.4	)		(148.0	)		(15.1	)
Loss on debt extinguishments		37.01			03.80			320.48
Net pension and other postretirement benefits plan income		(1318.89	)		(1613.18	)		(2216.51	)
Other		2012.91			1520.19			1115.1
Changes in operating assets and liabilities - net of dispositions and acquisitions:
Accounts receivable-net		16(42.14	)		7216.21			4872.02
Inventories		5(50.89	)		155.28			15.02
Prepaid expenses and other current assets		(5.21	)		(95.2	)		0.(9.2	)
Accounts payable		379.51			~~(96~~3.45	)		(6896.74	)
Income taxes payable and receivable		~~(25~~0.67	)		(2725.16	)		55(27.21	)
Accrued liabilities and other		31(17.07	)		(631.20	)		(~~40.~~6.2	)
Pension and other postretirement benefits plan contributions		(9.5.0	)		(89.65	)		(178.96	)
Net cash provided by operating activities		~~149~~92.81			~~139~~149.38			~~203~~139.53
INVESTING ACTIVITIES
Capital expenditures		(8573.63	)		(~~138~~85.86	)		(~~104~~138.48	)
Acquisition of business		—			~~(3.0~~—	)		—(3.0	)
Dispositions of businesses, net of cash disposed		~~247~~(1.64	)		50247.6			4450.16
Proceeds from sales of investments and other assets		43.0			65.4			54.5
Proceeds from sales of property, plant and equipment		19.2			43.0			65.4
Proceeds (payments) related to life insurance policies		100.0			—			(1.6	)
Proceeds related to life insurance policies		0.2			100.0			—
Net cash provided by (used in) investing activities		305.0			(25.8	)		(7.4	)
Net cash (used in) provided by investing activities		(55.3	)		305.0			(25.8	)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		—451.1			—			~~544.5~~—
Proceeds from other short-term debt		—			—			94.5
Payments on other short-term debt		—			—			(37.9	)
Payments on other short-term debt		—			(37.9	)		(62.4	)
Payments of current maturities and long-term debt		(524.8	)		(281.0	)		(223.0	)
Payments of current maturities and long-term debt		(281.0	)		(223.0	)		(460.7	)
Proceeds from credit facility borrowings		1,168.0			633.0			1,250.8
Proceeds from credit facility borrowings		633.0			1,250.8			1,246.1
Payments on credit facility borrowings		(1,136.0	)		(675.0	)		(1,267.8	)
Payments on credit facility borrowings		(675.0	)		(1,267.8	)		(1,403.1	)
Debt issuance costs		(8.2	)		—			(0.3	)
Debt issuance costs		—			(0.3	)		(10.6	)
Dividends paid		—			(2.1	)		(8.5	)
Dividends paid		(2.1	)		(8.5	)		(23.9	)
Payments of withholding taxes on share-based compensation		(22.6	)		(0.6	)		(1.1	)
Other financing activities		(4.2.8	)		(23.76	)		(1.6	)
Net cash used in financing activities		(~~329~~75.3	)		(~~289~~329.43	)		(77289.24	)
Effect of exchange rate on cash, cash equivalents and restricted cash		81.32			(38.93	)		(163.89	)
Net increase (decrease) in cash, cash equivalents and restricted cash		133.8			(179.8	)		102.1
Net (decrease) increase in cash, cash equivalents and restricted cash		(37.3	)		133.8			(179.8	)
Cash, cash equivalents and restricted cash at beginning of year		~~223~~357.86			~~403~~223.68			~~301~~403.56
Cash, cash equivalents and restricted cash at end of period	$	~~357~~320.63		$	~~223~~357.86		$	~~403~~223.68
Supplemental cash flow disclosures:
Operating cash flows (used in) provided by discontinued operations	$	~~(1.4~~—	)	$	20(1.74	)	$	1020.87
Investing cash flows provided by (used in) discontinued operations	$	~~239.5~~—		$	(2239.85	)	$	43(2.48	)

See accompanying Notes to Consolidated Financial Statements.

F-5

R. R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)

	Common Stock				Additional Paid-in-			Treasury Stock						Accumulated			Accumulated Other Comprehensive			Total RRD's Stockholders'			Noncontrolling			Total
	Shares		Amount		Capital			Shares			Amount			Deficit			Loss			Equity			Interests			Equity
Balance at January 1, 2018		89.0	$	0.9	$	3,444.0			(18.9	)	$	(1,333.1	)	$	(2,225.7	)	$	(103.7	)	$	(217.6	)	$	14.7		$	(202.9	)
Balance at January 1, 2019		89.0	$	0.9	$	3,404.0			(18.6	)	$	(1,285.5	)	$	(2,225.7	)	$	(153.8	)	$	(260.1	)	$	14.7		$	(245.4	)
Net (loss) income															(11.0	)					(11.0	)		1.4			(9.6	)
Cumulative impact of adopting ASU 2018-02, net of tax															22.0			(22.0	)		—						—
Other comprehensive loss																		(28.1	)		(28.1	)		(0.4	)		(28.5	)
Share-based compensation						8.6															8.6						8.6
Issuance of share-based awards, net of withholdings and other						(48.6	)		0.3			47.6									(1.0	)					(1.0	)
Cash dividends paid															(23.9	)					(23.9	)					(23.9	)
Cumulative impact of adopting ASU 2014-09, net of tax															12.9						12.9						12.9
Distributions to noncontrolling interests																					—			(1.0	)		(1.0	)
Balance at December 31, 2018		89.0	$	0.9	$	3,404.0			(18.6	)	$	(1,285.5	)	$	(2,225.7	)	$	(153.8	)	$	(260.1	)	$	14.7		$	(245.4	)
Net (loss) income															(93.2	)					(93.2	)		0.5			(92.7	)
Other comprehensive loss																		(22.4	)		(22.4	)		(0.1	)		(22.5	)
Share-based compensation						10.9															10.9						10.9
Issuance of share-based awards, net of withholdings and other						(66.9	)		0.5			65.9									(1.0	)					(1.0	)
Cash dividends paid															(8.5	)					(8.5	)					(8.5	)
Spinoff adjustments															(12.0	)					(12.0	)					(12.0	)
Cumulative impact of adopting ASU 2016-02, net of tax															2.6						2.6						2.6
Distributions to noncontrolling interests																					—			(1.7	)		(1.7	)
Balance at December 31, 2019		89.0	$	0.9	$	3,348.0			(18.1	)	$	(1,219.6	)	$	(2,336.8	)	$	(176.2	)	$	(383.7	)	$	13.4		$	(370.3	)
Net income															98.5						98.5			0.5			99.0
Other comprehensive income																		22.3			22.3			0.7			23.0
Share-based compensation						8.1															8.1						8.1
Issuance of share-based awards, net of withholdings and other						(92.5	)		0.5			92.0									(0.5	)					(0.5	)
Cash dividends paid															(2.1	)					(2.1	)					(2.1	)
Cumulative impact of adopting ASU 2016-13, net of tax															(0.3	)					(0.3	)					(0.3	)
Distributions to noncontrolling interests																					—			(0.7	)		(0.7	)
Balance at December 31, 2020		89.0	$	0.9	$	3,263.6			(17.6	)	$	(1,127.6	)	$	(2,240.7	)	$	(153.9	)	$	(257.7	)	$	13.9		$	(243.8	)
Net income															3.7						3.7			0.7			4.4
Other comprehensive income (loss)																		90.8			90.8			(0.1	)		90.7
Share-based compensation						7.1															7.1						7.1
Issuance of share-based awards, net of withholdings and other						(583.8	)		3.8			561.2									(22.6	)					(22.6	)
Distributions to noncontrolling interests																					—			(0.7	)		(0.7	)
Balance at December 31, 2021		89.0	$	0.9	$	2,686.9			(13.8	)	$	(566.4	)	$	(2,237.0	)	$	(63.1	)	$	(178.7	)	$	13.8		$	(164.9	)

See accompanying Notes to Consolidated Financial Statements

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation —The accompanying consolidated financial statements include the accounts of R. R. Donnelley & Sons Company and its subsidiaries (the “Company” or “RRD”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany transactions have been eliminated in consolidation.

Merger Agreement —On December 14, 2021, we entered into a definitive merger agreement under which we agreed to be acquired by affiliates of Chatham Asset Management, LLC (“Chatham”), a leading private investment firm. Under the terms of the merger agreement, Chatham will acquire all of the outstanding shares of RRD common stock not already owned by Chatham, and RRD stockholders will receive $10.85 per share in cash for each share of RRD common stock. All regulatory approvals have been obtained and at a special meeting on February 23, 2022, RRD’s stockholders approved the proposed merger. The merger with Chatham is expected to close on February 25, 2022. Upon completion of the transaction, RRD’s shares will no longer trade on the New York Stock Exchange and RRD will become a private company.

In connection with the merger agreement, Chatham paid a $20 million termination fee that was due under the previous November 3 agreement and plan of Merger with Atlas River Parent Inc. (“Atlas”). In addition, we paid $12 million to Atlas that was due under the same previous merger agreement.

Nature of Operations —RRD is a global, integrated communications provider enabling organizations to create, manage, deliver and optimize their multichannel marketing and business communications. We have a flexible and comprehensive portfolio of integrated communications solutions that allows our clients to engage audiences, reduce costs and drive revenues. Our innovative content management offering, production platform, supply chain management, outsourcing capabilities and customized consultative expertise assist our clients in the delivery of integrated messages across multiple media to highly targeted audiences at optimal times for clients in virtually every private and public sector.

Use of Estimates —The preparation of consolidated financial statements, in conformity with GAAP, requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, allowance for credit losses, inventory obsolescence, asset valuations and useful lives, employee benefits, self-insurance reserves, taxes, restructuring and other provisions and contingencies.

Foreign Operations —Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates. Income and expense items are translated at the average rates during the respective periods. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of other comprehensive income (loss) while transaction gains and losses are recorded in net income (loss). Deferred taxes are not provided on cumulative foreign currency translation adjustments when we expect foreign earnings to be permanently reinvested.

Fair Value Measurements —Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. We record the fair value of our foreign currency contracts, ~~available-for-sale securities,~~ interest rate swaps, pension plan assets and other postretirement benefits (“OPEB”) plan assets on a recurring basis. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The fair value of cash, cash equivalents, restricted cash, accounts receivable, short-term debt and accounts payable approximate their carrying values. The three-tier value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is:

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 our own assumptions, consistent with reasonably available assumptions made by other market participants.

Net Sales - We have historically presented Sales and Cost of Sales for products and services separately in the Consolidated Statement of Operations and related disclosures. Sales from services became immaterial in relation to Net Sales in the third quarter of 2020 when adjusted by the effect of the activity of the Logistics business now presented in discontinued operations. Accordingly, we now present sales from products and services together within Net Sales in the Consolidated Statement of Operations and related disclosures. Refer to Note 18 – Segment and Geographic Area Information for further details.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents —We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Short-term securities consist of investment grade instruments of governments, financial institutions and corporations.

Restricted cash —Restricted cash primarily includes amounts related to letters of credit and bank acceptance drafts and amounts received in escrow in connection with the sale of DLS Worldwide (Refer to Note 2 – Discontinued Operations in the Consolidated Financial Statements).

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

Restricted cash —Restricted cash primarily includes amounts related to letters of credit and bank acceptance drafts.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows.

	December 31,
	2020		2019
	2021		2020
Cash and cash equivalents	$	~~288~~280.82	$	~~191~~288.98
Restricted cash - current (a)		6240.61		3262.96
Restricted cash - noncurrent (b)		~~6.2~~—		06.12
Total cash, cash equivalents and restricted cash	$	~~357~~320.63	$	~~224~~357.96

(a)	Included within Prepaid expenses and other current assets within the Consolidated Balance Sheets.

(b)	Included within Other noncurrent assets within the Consolidated Balance Sheets.

Receivables and Allowance for Credit Losses —Receivables are stated net of allowances for credit losses and primarily include trade receivables, notes receivable and miscellaneous receivables from suppliers. No single client comprised more than 10% of our consolidated net sales in ~~2020~~2021, ~~2019~~2020 or ~~2018~~2019. We recognize an allowance for credit losses for financial assets carried at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on credit losses expected to arise over the life of the asset’s contractual term, which includes consideration of prepayments. Assets are written off when we determine that such financial assets are deemed uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in determining the necessary reserve at the balance sheet date. We pool financial assets based on similar risk characteristics to estimate expected credit losses. We estimate expected credit losses on financial assets individually when those assets do not share similar risk characteristics. We closely monitor our accounts receivable including timely account reconciliations, detailed reviews of past due accounts, updated credit limits, and monthly analysis of the adequacy of our reserve for credit losses. Specific client provisions are made when a review of significant outstanding amounts, utilizing information about client creditworthiness and current economic trends, indicates that collection is doubtful. In addition, provisions are made at differing rates, based upon the age of the receivable and our historical collection experience.

We utilize a loss rate approach to determine lifetime expected credit losses for our financial assets. This method is used for calculating an estimate of losses based primarily on our historical loss experience. In determining loss rates, we evaluate information related to historical losses, adjusted for current conditions and further adjusted for the period of time that we can reasonably forecast. We have concluded that we can reasonably support a forecast period for the contractual life of our financial assets. Qualitative and quantitative adjustments related to current conditions and the reasonable and supportable forecast period consider the following: the customer or vendor’s creditworthiness, changes in our policy and procedures to establish customer credit limits, changes in the payment terms of receivables, existence and effect of any concentration of credit and changes in the level of such concentrations, and the effects of other external forces such as the current and forecasted direction of the economic and business environment. We have considered the current and expected economic and market conditions as a result of COVID-19 in determining credit loss expense for the period ended December 31, 2021 and 2020.

Transactions affecting the allowance for credit losses for financial instruments during the years ended December 31, ~~2020~~2021 and ~~2019~~2020 were as follows. Recoveries were immaterial for the years ended December 31, ~~2020~~2021 and ~~2019~~2020.

	2020			2019
	2021			2020
Balance, beginning of year	$	1415.39		$	1914.63
Additional allowance recognized due to adoption of Topic ASC 326		~~0.3~~—			—0.3
Credit loss expense		5(3.79	)		35.37
Write-offs and other		(43.43	)		(84.64	)
Balance, end of year	$	158.97		$	1415.39

Inventories —Inventories include material, labor and factory overhead and are stated at the lower of cost or market and net of excess and obsolescence reserves for raw materials and finished goods. Provisions for excess and obsolete inventories are made at differing rates, utilizing historical data and current economic trends, based upon the age and type of the inventory. Specific excess and obsolescence provisions are also made when a review of specific balances indicates that the inventories will not be utilized in production or sold. The cost of 3637.65% and 3736.96% of the inventories at December 31, ~~2020~~2021 and ~~2019~~2020, respectively, has been determined using the Last-In, First-Out (LIFO) method. This method is intended to reflect the effect of inventory replacement costs within results of operations; accordingly, charges to cost of sales generally reflect recent costs of material, labor and factory overhead. We use an external-index method of valuing LIFO inventories. The remaining inventories, primarily related to certain acquired and international operations, are valued using the First-In, First-Out or specific identification methods.

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

	2021			2020
Raw materials and manufacturing supplies	$	183.5		$	147.3
Work in process		77.6			64.8
Finished goods		116.0			107.9
LIFO reserve		(24.4	)		(17.9	)
Total	$	352.7		$	302.1

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

The components of inventories, net of excess and obsolescence reserves for raw materials and finished goods, at December 31, 2020 and 2019 were as follows:

	2020			2019
Raw materials and manufacturing supplies	$	147.3		$	139.4
Work in process		64.8			64.6
Finished goods		107.9			116.4
LIFO reserve		(17.9	)		(18.6	)
Total	$	302.1		$	301.8

Long-Lived Assets —We assess potential impairments to our long-lived assets if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Estimated fair value is generally measured by discounting estimated future cash flows. Long-lived assets, other than goodwill and other intangible assets, which are held for sale, are recorded at the lower of the carrying value or the fair value less the estimated cost to sell.

Property, Plant and Equipment —Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives range from 15 to 40 years for buildings, the lesser of 7 years or the lease term for leasehold improvements and generally from 3 to 15 years for machinery and equipment. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. When properties are retired or disposed, the costs and accumulated depreciation are eliminated and the resulting profit or loss is recognized in the results of operations.

The components of property, plant and equipment at December 31, ~~2020~~2021 and ~~2019~~2020 were as follows:

	2020			2019
	2021			2020
Land	$	3835.25		$	4738.82
Buildings		~~361~~365.06			~~379~~361.50
Machinery and equipment		1,~~703~~674.16			1,~~702~~703.01
		2,102.3			2,129.3
		2,075.7			2,102.3
Accumulated depreciation		(1,~~663~~667.53	)		(1,~~629~~663.95	)
Total	$	~~438~~408.84		$	~~499~~438.48

During the years ended December 31, ~~2020~~2021, ~~2019~~2020 and ~~2018~~2019, depreciation expense was $~~100~~89.86 million, $~~115~~100.58 million, and $~~125~~115.25 million, respectively.

During the fourth quarter of 2017, we entered into an agreement to sell a printing facility in Shenzhen, China and transfer the related land use rights. As of December 31, ~~2020~~2021, we have received deposits in accordance with the terms of the agreement of approximately $123.3 million which isare recorded in other noncurrent liabilities on the Consolidated Balance Sheets. As of December 31, ~~2020~~2021, the carrying cost of the building and land use rights is recorded in other noncurrent assets and is not material. ~~Additional~~In accordance with the agreement, additional scheduled deposits ~~will~~are required to be paid to us ~~in accordance~~ with the ~~agreement~~final payment due in 2022. Gross proceeds from the sale are expected to be approximately $250.0 million, subject to changes in the exchange rate~~, and we expect the transaction to close in 2022 after closing conditions are satisfied and government approvals are obtained~~. ~~Our contract with the buyer requires them to pay the final installment in 2022 even if the government’s approval is further delayed.~~ If the buyer fails to comply with terms of the agreement or terminates for any reason, the Company is entitled to retain 30% of the purchase price as liquidated damages.

The buyer missed the required scheduled deposit payment in the third quarter of 2021. As a result, we are taking necessary actions to preserve our rights under the agreement, which may include terminating the agreement.

Goodwill —Goodwill is reviewed for impairment annually as of October 31 or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value.

~~For~~In accordance to our policy and appropriate guidance, when certain ~~reporting~~conditions ~~units~~are met, we may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing this qualitative analysis, we consider various factors, including the excess of prior year estimates of fair value compared to carrying value, the effect of market or industry changes and the reporting units’ actual results compared to projected results. Based on this qualitative analysis, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying value, no further impairment testing is performed.

~~For~~If ~~the~~a ~~remaining~~quantitative test is necessary for any of our reporting units, we compare each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying value. In 2021, a quantitative assessment was not performed for any of our reporting units given the absence of impairment triggers. See Note 6, Goodwill and Other Intangible Assets, for further discussion.

Amortization —Certain costs to acquire and develop internal-use computer software are capitalized and amortized over their estimated useful life using the straight-line method, up to a maximum of five years. Amortization expense, primarily related to internally-developed software and excluding amortization expense related to other intangible assets, was $22.0 million, $26.1 million and $29.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Deferred debt issuance costs are amortized over the term of the related debt. Other intangible assets are recognized separately from goodwill and are amortized over their estimated useful lives. See Note 6, Goodwill and Other Intangible Assets, for further discussion of other intangible assets and the related amortization expense.

Financial Instruments —We use derivative financial instruments to hedge exposures to foreign exchange fluctuations in the ordinary course of business and to hedge the interest rate exposure on certain floating-rate debt.

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

Amortization —Certain costs to acquire and develop internal-use computer software are capitalized and amortized over their estimated useful life using the straight-line method, up to a maximum of five years. Amortization expense, primarily related to internally-developed software and excluding amortization expense related to other intangible assets, was $26.1 million, $29.4 million and $27.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Deferred debt issuance costs are amortized over the term of the related debt. Other intangible assets are recognized separately from goodwill and are amortized over their estimated useful lives. See Note 6, Goodwill and Other Intangible Assets, for further discussion of other intangible assets and the related amortization expense.

All derivatives are recorded as other current or noncurrent assets or other current or noncurrent liabilities on the balance sheet at their respective fair values with unrealized gains and losses recorded in other comprehensive income (loss), net of applicable income taxes, or in the results of operations, depending on the purpose for which the derivative is held. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in the results of operations. Changes in the fair value of derivatives that do not meet the criteria for designation as a hedge at inception, or fail to meet the criteria thereafter, are recognized currently in the results of operations. At inception of a hedge transaction, we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, we assess, both at inception of the hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is recognized currently in the results of operations.

Our foreign currency contracts and interest rate swaps are subject to master netting agreements that allow us to settle positive and negative positions with the respective counterparties. Under these master netting agreements, net settlement generally permits us or the counterparty to determine the net amount payable for contracts due on the same date and in the same currency for similar types of derivative transactions. The master netting agreements generally also provide for net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event. See Note 1312, Derivatives, for additional information.

Share-Based Compensation —We recognize share-based compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options, restricted stock units and performance share units. We recognize compensation expense for share-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. See Note 1615, Stock and Incentive Programs for Employees and Directors, for further discussion.

Preferred Stock —We have two million shares of $1.00 par value preferred stock authorized for issuance. The Board of Directors may divide the preferred stock into one or more series and fix the redemption, dividend, voting, conversion, sinking fund, liquidation and other rights. We have no present plans to issue any preferred stock. We have reserved 0.2 million preferred stock shares for issuance under the Stockholder Rights Plan discussed in Note 1716.

Pension and OPEB Plans —We record annual income and expense amounts relating to our pension and OPEB plans based on calculations which include various actuarial assumptions, including discount rates, mortality, utilization rates of retiree health care accounts, assumed rates of return, compensation increases, turnover rates and healthcare cost trend rates. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effect of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into operating earnings over future periods. We believe that the assumptions utilized in recording our obligations under our plans are reasonable based on our experience, market conditions and input from our actuaries and investment advisors. See Note 109, Retirement Plans, for additional information.

Taxes on Income —Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

We recognize deferred tax liabilities related to taxes on certain foreign earnings that were not considered to be permanently reinvested. No deferred tax liabilities were recognized for foreign earnings that were considered to be permanently reinvested. We regularly evaluate whether foreign earnings are expected to be permanently reinvested. This evaluation requires judgment about our future operating and liquidity needs. Changes in economic and business conditions, foreign or U.S. tax laws, or our financial situation could result in changes to these judgments and the need to record additional tax liabilities.

We are regularly audited by foreign and domestic tax authorities. These audits occasionally result in proposed assessments where the ultimate resolution might result in us owing additional taxes, including in some cases, penalties and interest. We recognize a tax position in our financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. This recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Although we believe that our estimates are reasonable, the final outcome of uncertain tax positions may be materially different from that which is reflected in our financial statements. We adjust such reserves upon changes in circumstances that would cause a change to the estimate of the ultimate liability, upon effective settlement or upon the expiration of the statute of limitations, in the period in which such event occurs. See Note 10, Income Taxes, for further discussion.

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

Spinoff Transactions —On October 1, 2016, we completed the separation of our financial communications and data services business (“Donnelley Financial Solutions, Inc.” or “Donnelley Financial”) and the publishing and retail-centric print services and office products business (“LSC Communications, Inc.” or “LSC”) into two separate publicly-traded companies (the "Separation"). We completed the tax-free distribution of 80.75% of the outstanding common stock of each Donnelley Financial and LSC to our stockholders of record on September 23, 2016 who received one share of Donnelley Financial and LSC for every eight shares of RRD common stock held as of the record date (the “Distribution”). We originally retained 19.25% of the outstanding common stock of each Donnelley Financial and LSC, but disposed of our retained investment in those businesses in subsequent transactions.

The Distribution was recorded as a reduction in Stockholder's Equity during the fourth quarter of 2016. During the second quarter of 2019, we identified an error in the accounting for the Distribution. As a result, the error, which was determined by management to be immaterial to the previously issued consolidated financial statements, has been corrected by increasing Accumulated Deficit by $12.0 million during the year ended December 31, 2019.

Note 2. Discontinued Operations

On November 2, 2020, we sold DLS Worldwide, which was part of our broader Logistics business and a component of the Business Services reporting segment for $225.0 million cash, subject to a customary working capital adjustment and an escrow of $22.5 million. We entered into ~~a transaction support agreement with the buyer to assist them in the transition of certain functions, including, but not limited to, information technology, finance, and HR. Further, we entered into~~ several commercial agreements whereby we continue to receive logistics services from the divested business. Sales from the Logistics business to RRD previously eliminated in consolidation have been recast and are now shown as external sales within the financial results of discontinued operations below. The net sales were $38.7 ~~million,~~ ~~$62.7~~ million and $~~106~~62.07 million, respectively, for the twelve months ended December 31, 2020, ~~2019~~ and ~~2018~~2019.

On November 3, 2020 we sold International Logistics, also a portion of our broader Logistics business and a component of the Business Services reporting segment for $13.0 million cash, subject to a customary working capital adjustment.

The sale of these businesses is part of our strategy to exit non-core businesses in order to pursue portfolio optimization and to reduce debt. As part of this strategic shift, we previously sold Print Logistics in July 2018 and Courier Logistics in March 2020.

The after-tax net gain on sale of discontinued operations of $127.4 million for the period ended December 31, 2020 reflects the net gain on sale of DLS Worldwide, Courier, and International Logistics.

Beginning in the third quarter of 2020, we have reflected the Print Logistics business, the Logistics Courier business, the DLS Worldwide business, and the International Logistics business, as discontinued operations for all periods presented in the Consolidated Statements of Operations.

During the year ended December 31, 2021 and 2020, we purchased $58.2 million and $8.9 million of logistics-related services from the Disposal group, respectively.

Results of discontinued operations were as follows:

	Twelve Months Ended
	December 31,
	2020			2019		~~2019~~			~~2018~~
Net sales	$	632.5		$	865.7	$	~~865.7~~		$	~~1,203.8~~
Cost of sales		(548.6	)		(758.7	)	~~(758.7~~	)		~~(1,070.5~~	)
Selling, general, administrative and other operating expenses		(66.2	)		(95.1	)	~~(95.1~~	)		~~(109.6~~	)
Restructuring, impairment and other expense		(21.1	)		(98.6	)	~~(98.6~~	)		~~(0.2~~	)
Operating income (loss) from discontinued operations		(3.4	)				(86.7	)		23.5
Operating loss from discontinued operations		(3.4	)		(86.7	)
Income tax expense		(0.9	)				1.7			3.2
Income tax (benefit) expense		(0.9	)		1.7
Net income (loss) from discontinued operations	$	(2.5	)			$	(88.4	)	$	20.3
Net loss from discontinued operations	$	(2.5	)	$	(88.4	)

Restructuring, impairment, and other expenses included $20.6 million and $98.5 million of non-cash charges related to impairment of goodwill recorded in 2020 and 2019 respectively.

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

Our evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss is recognized equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. The Company determines the fair value of its reporting units using a combination of comparable company market valuations and expected future discounted cash flows.

During the first quarter of 2020, we identified a triggering event at our Logistics reporting unit. We determined that the fair value of our Logistics reporting unit was lower than its carrying value, resulting in a goodwill impairment charge of $20.6 million. The goodwill impairment charge resulted from reductions in the estimated fair value for this reporting unit based on lower expectations for future revenue, profitability and cash flows driven by expected reduced demand due to the COVID-19 pandemic. The goodwill impairment charge was determined using discounted cash flow analysis and comparable marketplace fair value data which utilized Level 3 inputs including forecasted future revenue and the selection of the discount rate.

Assets and liabilities of discontinued operations presented in the Consolidated Balance Sheets as of December 31, 2019 include the following:

	December 31, 2019
Receivables, net of allowance	$	120.6
Operating lease right-of-use assets		8.8
Goodwill		53.3
Intangible assets, net		10.9
Other assets		7.0
Total assets of discontinued operations	$	200.6
Accounts payable	$	53.3
Accrued expenses and other liabilities		38.8
Total liabilities of discontinued operations	$	92.1

Note 3. Dispositions

2019 Dispositions

On October 25, 2019, we completed the sale of substantially all of the Global Document Solutions (“GDS”) business for approximately $53.7 million. GDS primarily provided statements and print management services in Europe. The disposition resulted in a loss of $3.8 million during 2019, which was recorded in Other operating expense (income) in the Consolidated Statements of Operations.

On May 8, 2019, we sold the R&D business within the Business Services segment for net proceeds of $11.6 million. The disposition resulted in a gain of $6.1 million during 2019, which was recorded in Other operating expense (income) in the Consolidated Statements of Operations.

On March 31, 2019, our subsidiary, RR Donnelley Editora e Grafica Ltda. (“RRD Brazil”), filed for bankruptcy liquidation in bankruptcy court in Brazil. The bankruptcy petition was approved by the court shortly thereafter and a bankruptcy trustee was appointed. As a result of the bankruptcy liquidation, we recorded a gain of $4.0 million in Other operating expense (income) during 2019, primarily reflecting the reclassification of cumulative currency translation adjustments into earnings and ongoing expenses associated with the bankruptcy proceedings. Subsequent to March 31, 2019, the operating results of RRD Brazil are no longer included in our consolidated results of operations except for legal fees associated with the bankruptcy proceedings. The operations of RRD Brazil had been included in the Business Services segment.F-11

Note 4. Revenue Recognition

All revenue recognized in the Consolidated Statements of Operations is considered to be revenue from contracts with clients according to Subtopic 606, which we adopted on January 1, 2018.

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

Note 4. Revenue Recognition

All revenue recognized in the Consolidated Statements of Operations is considered to be revenue from contracts with clients according to Subtopic 606.

Disaggregation of Revenue

The following table presents net sales disaggregated by products and services:

	2020		2019		2018
	2021		2020		2019
Commercial print	$	1,~~357~~535.75	$	1,~~694~~357.57	$	1,~~935~~694.65
Packaging		~~687~~770.65		~~668~~687.56		~~672~~668.05
Direct marketing		~~555~~534.4		~~676~~555.74		~~581~~676.67
Labels		~~496~~532.69		~~497~~496.46		~~481~~497.4
Statements		441.6		545.4		584.2
Digital print and fulfillment		431.8		425.7		492.1
Digital print and fulfillment		425.7		492.1		474.4
Statements		430.0		441.6		545.4
Supply chain management		~~329~~279.97		~~298~~329.79		~~321~~298.07
Forms		~~202~~195.43		~~244~~202.34		~~267~~244.53
Business process outsourcing		~~169~~165.46		~~243~~169.94		~~259~~243.69
Digital and creative solutions		~~100~~88.0		~~111~~100.70		~~125~~111.17
Total net sales	$	4,~~766~~963.37	$	54,~~473~~766.23	$	5,~~702~~473.42

Revenue for commercial print, direct marketing, packaging, statements, labels, digital print and fulfillment, supply chain management and forms is primarily recognized at a point in time. We generally recognize revenue for these products upon the transfer of control of the products to the client which typically occurs upon transfer of title and risk of ownership, which is generally upon shipment to the client. For certain products, we are able to recognize revenue for completed inventory billed but not yet shipped at the client’s direction. Revenue for business process outsourcing and digital and creative solutions is recognized over time or at a point in time, depending on the nature of the service which could be either recurring or project-based.

The following is a description of our products and services:

Commercial Print

We generate revenue by providing various commercial printing products and offer a full range of branded materials including manuals, publications, brochures, business cards, flyers, post cards, posters and promotional items.

Direct Marketing

We generate revenue by providing audience segmentation, creative development, program testing, print production, postal optimization and performance analytics for large-scale personalized direct mail programs.

Packaging

We generate revenue by providing packaging solutions, ranging from rigid boxes to in-box print materials, for clients in healthcare and life sciences, consumer electronics, cosmetics and consumer packaged goods industries.

~~Statements~~Direct Marketing

We generate revenue by ~~creating~~providing ~~critical~~audience ~~business communications~~segmentation, ~~including~~creative ~~customer billings~~development, ~~financial~~program ~~statements~~testing, ~~healthcare~~print ~~communications~~production, ~~and~~postal ~~insurance~~optimization ~~documents. Our capabilities include design~~ and ~~composition,~~performance ~~variable~~analytics ~~imaging,~~for ~~email,~~large-scale ~~archival~~personalized ~~and~~direct ~~digital~~ mail ~~interaction, as well as our innovative RRDigital solution set~~programs.

Labels

We generate revenue by producing custom labels for clients across multiple industries including warehouse and distribution, retail, pharmaceutical, manufacturing and consumer packaging. We offer distribution and shipping labels, healthcare and durable goods labels, promotional labels and consumer product goods packaging labels.

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

Digital Print and Fulfillment

We generate revenue by providing in-store marketing materials, including signage and point-of-purchase materials, as well as custom marketing kits that require multiple types of marketing collateral. Under the trade name Motif^TM, we also create custom photobooks.

Statements

We generate revenue by creating critical business communications, including customer billings, financial statements, healthcare communications and insurance documents. Our capabilities include design and composition, variable imaging, email, archival and digital mail interaction, as well as our innovative RRDigital solution set.

Supply Chain Management

We generate revenue by providing workflow design to assembly, configuration, kitting and fulfillment for clients in life sciences and healthcare, consumer electronics, telecommunications, cosmetics, education and industrial industries.

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

Forms

We generate revenue by producing a variety of forms including invoices, order forms and business forms that support both the private and public sectors for clients in financial, government, retail, healthcare and business services industries.

Business Process Outsourcing

We generate revenue by providing outsourcing services including creative services, research and analytics, financial management and other services for legal providers, insurance, telecommunications, utilities, retail and financial services companies.

Digital and Creative Solutions

We generate revenue by creating and managing content for delivery across multiple marketing communications channels including print and digital advertising, direct marketing and mail, packaging, sales collateral, in-store marketing and social media.

Variable Consideration

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

Contract Balances

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

	Contract Liabilities
	Short-Term		~~Long-Term~~
Balance at January 1, 2020	$	18.9	$	0.2
Balance at January 1, 2021	$	15.6
Balance at December 31, 2020		15.6		—
Balance at December 31, 2021		17.1

Contract liabilities primarily relate to client advances received prior to completion of performance obligations. Reductions in contract liabilities are a result of our completion of performance obligations. Revenue recognized during the year ended December 31, ~~2020~~2021 from amounts included in contract liabilities at the beginning of the period was approximately $1613.9 million.

Practical Expedients and Exemptions

As part of the adoption of Topic 606, we have elected practical expedients and exemptions allowable under the guidance.

We account for shipping and handling activities performed after the control of a good has been transferred to the client as a fulfillment cost. We accrue for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.

We apply Topic 606 to a portfolio of contracts (or performance obligations) with similar characteristics as we reasonably expect that the effects on the financial statements of applying this guidance to the portfolio would not differ significantly from applying this guidance to the individual contracts (or performance obligations) within that portfolio.

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

When the output method for measure of progress is determined appropriate, we recognize revenue in the amount for which we have the right to invoice for revenue that is recognized over time and for which we can demonstrate that the invoiced amount corresponds directly with the value to the client for the performance completed to date.

We generally expense sales commissions and other costs to obtain a contract when incurred, because the amortization period would have been one year or less. These costs are recorded within Selling, general and administrative expenses.

We exclude sales taxes and other similar taxes from the measurement of the transaction price. We do not disclose the value of unsatisfied performance obligations, nor do we disclose the timing of revenue recognition for contracts with an original expected length of one year or less.

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)-(Continued)

Note 5. Restructuring, Impairment and Other Charges

For the year ended December 31, 2021, we recorded the following net restructuring, impairment and other charges:

	Employee Terminations		Other Restructuring Charges		Impairment and Other			Multi-Employer Pension Plan Charges		Total
Business Services	$	5.3	$	7.8	$	(8.6	)	$	2.5	$	7.0
Marketing Solutions		0.3		5.9		0.9			0.4		7.5
Corporate		2.8		8.2		—			7.8		18.8
Total	$	8.4	$	21.9	$	(7.7	)	$	10.7	$	33.3

For the year ended December 31, 2021, we recorded restructuring charges of $8.4 million for employee termination costs. These charges primarily relate to announced facility closures and the reorganization of selling, general and administrative functions across each segment. We also incurred $21.9 million of other restructuring charges during the twelve months ended December 31, 2021, comprised of lease terminations and environmental costs and $10.7 million of multi-employer pension plan (“MEPP”) withdrawal obligation charges, including $7.1 million to reflect the final apportionment of the LSC multi-employer pension plans between us and Donnelley Financial.

Additionally, we recorded net gains of $9.7 million on the sale of restructured facilities and equipment for the year ended December 31, 2021.

For the year ended December 31, 2020, we recorded the following net restructuring, impairment and other charges:

	Employee Terminations		Other Restructuring Charges		Impairment and Other			Multi-Employer Pension Plan Charges		Total
Business Services	$	18.0	$	8.7	$	(7.8	)	$	2.5	$	21.4
Marketing Solutions		4.6		3.7		1.2			0.4		9.9
Corporate		10.2		21.4		—			37.1		68.7
Total	$	32.8	$	33.8	$	(6.6	)	$	40.0	$	100.0

For the year ended December 31, 2020, we recorded net restructuring charges of $32.8 million for employee termination costs. These charges primarily relate to the closure of the Chilean operations and other announced facility closures in the Business Services segment and the reorganization of selling, general and administrative functions across each segment. We also incurred other restructuring charges of $33.8 million, primarily comprised of consulting charges, lease terminations and other, and $40

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