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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/17 Donnelley Fin’l Solutions, Inc. 10-K 12/31/16 143:25M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.61M
3: EX-10.12 Material Contract HTML 40K
4: EX-10.13 Material Contract HTML 56K
5: EX-10.15 Material Contract HTML 63K
6: EX-10.21 Material Contract HTML 70K
7: EX-10.22 Material Contract HTML 64K
8: EX-10.23 Material Contract HTML 63K
9: EX-10.25 Material Contract HTML 41K
10: EX-10.26 Material Contract HTML 53K
2: EX-10.6 Material Contract HTML 201K
12: EX-14.1 Code of Ethics HTML 47K
13: EX-21.1 Subsidiaries List HTML 50K
14: EX-23.1 Consent of Experts or Counsel HTML 39K
15: EX-24.1 Power of Attorney HTML 46K
11: EX-12.1 Statement re: Computation of Ratios HTML 61K
16: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 42K
19: EX-32.2 Certification -- §906 - SOA'02 HTML 42K
26: R1 Document and Entity Information HTML 69K
27: R2 Consolidated and Combined Statements of Operations HTML 94K
28: R3 Consolidated and Combined Statements of HTML 59K
Comprehensive Income
29: R4 Consolidated and Combined Balance Sheets HTML 134K
30: R5 Consolidated and Combined Balance Sheets HTML 56K
(Parenthetical)
31: R6 Consolidated and Combined Statements of Cash Flows HTML 144K
32: R7 Consolidated and Combined Statements of Cash Flows HTML 42K
(Parenthetical)
33: R8 Consolidated and Combined Statements of Equity HTML 95K
34: R9 Overview and Basis of Presentation HTML 58K
35: R10 Significant Accounting Policies HTML 72K
36: R11 Business Combinations HTML 49K
37: R12 Restructuring, Impairment and Other Charges HTML 227K
38: R13 Goodwill and Other Intangible Assets HTML 155K
39: R14 Accounts Receivable HTML 64K
40: R15 Inventories HTML 57K
41: R16 Property, Plant and Equipment HTML 64K
42: R17 Accrued Liabilities HTML 65K
43: R18 Commitments and Contingencies HTML 59K
44: R19 Retirement Plans HTML 357K
45: R20 Income Taxes HTML 283K
46: R21 Debt HTML 108K
47: R22 Earnings per Share HTML 105K
48: R23 Share-Based Compensation HTML 138K
49: R24 Preferred Stock HTML 42K
50: R25 Comprehensive Income HTML 229K
51: R26 Segment Information HTML 329K
52: R27 Geographic Area and Products and Services HTML 188K
Information
53: R28 Related Parties HTML 101K
54: R29 New Accounting Pronouncements HTML 58K
55: R30 Guarantor Financial Information HTML 1.37M
56: R31 Significant Accounting Policies (Policies) HTML 117K
57: R32 Restructuring, Impairment and Other Charges HTML 225K
(Tables)
58: R33 Goodwill and Other Intangible Assets (Tables) HTML 155K
59: R34 Accounts Receivable (Tables) HTML 63K
60: R35 Inventories (Tables) HTML 58K
61: R36 Property, Plant and Equipment (Tables) HTML 63K
62: R37 Accrued Liabilities (Tables) HTML 64K
63: R38 Commitments and Contingencies (Tables) HTML 54K
64: R39 Retirement Plans (Tables) HTML 360K
65: R40 Income Taxes (Tables) HTML 285K
66: R41 Debt (Tables) HTML 100K
67: R42 Earnings per Share (Tables) HTML 103K
68: R43 Share-Based Compensation (Tables) HTML 121K
69: R44 Comprehensive Income (Tables) HTML 230K
70: R45 Segment Information (Tables) HTML 322K
71: R46 Geographic Area and Products and Services HTML 192K
Information (Tables)
72: R47 Related Parties (Tables) HTML 82K
73: R48 Guarantor Financial Information - (Tables) HTML 1.37M
74: R49 Overview and Basis of Presentation - Additional HTML 85K
Information (Details)
75: R50 Significant Accounting Policies - Additional HTML 83K
Information (Detail)
76: R51 Business Combinations - Additional Information HTML 55K
(Details)
77: R52 Restructuring, Impairment and Other Charges - HTML 69K
Schedule of Restructuring, Impairment and Other
Charges Recognized in Results of Operations
(Details)
78: R53 Restructuring, Impairment and Other Charges - HTML 59K
Additional Information (Details)
79: R54 Restructuring, Impairment and Other Charges - Fair HTML 46K
Values, Valuation Techniques and Related
Unobservable Inputs of Level Three (Detail)
80: R55 Restructuring, Impairment and Other Charges - HTML 59K
Schedule of Changes in the Restructuring Reserve
(Details)
81: R56 Restructuring, Impairment and Other Charges - HTML 45K
Restructuring Reserve - Additional Information
(Details)
82: R57 Goodwill and Other Intangible Assets - Schedule of HTML 52K
Changes in the Carrying Amount of Goodwill by
Segment (Details)
83: R58 Goodwill and Other Intangible Assets - Components HTML 55K
of Other Intangible Assets (Detail)
84: R59 Goodwill and Other Intangible Assets - Additional HTML 43K
Information (Details)
85: R60 Goodwill and Other Intangible Assets - Schedule of HTML 55K
Estimated Annual Amortization Expense Related to
Other Intangible Assets (Detail)
86: R61 Accounts Receivable - Transactions Affecting HTML 48K
Allowance for Doubtful Accounts (Details)
87: R62 Inventories - Components of Inventories (Details) HTML 51K
88: R63 Property, Plant and Equipment - Components of HTML 55K
Company's Property, Plant and Equipment (Details)
89: R64 Property, Plant and Equipment - Additional HTML 42K
Information (Details)
90: R65 Accrued Liabilities - Components of Accrued HTML 58K
Liabilities (Detail)
91: R66 Commitments and Contingencies - Additional HTML 56K
Information (Detail)
92: R67 Commitments and Contingencies - Future Minimum HTML 59K
Rental Commitments Under Operating Lease (Detail)
93: R68 Retirement Plans - Additional Information HTML 112K
(Details)
94: R69 Retirement Plans - Components of Estimated Net HTML 71K
Pension Plan (Income) Expense (Detail)
95: R70 Retirement Plans - Reconciliation of Funded Status HTML 81K
(Details)
96: R71 Retirement Plans - Amount Recognized on HTML 58K
Consolidated and Combined Balance Sheets (Details)
97: R72 Retirement Plans - Amounts in Accumulated Other HTML 50K
Comprehensive Loss (Details)
98: R73 Retirement Plans - Amounts Recognized in Other HTML 56K
Comprehensive Income (Loss) (Details)
99: R74 Retirement Plans - Schedule of Accumulated Other HTML 45K
Comprehensive Loss Expected to Recognized as
Components of Net Periodic Benefit Costs (Details)
100: R75 Retirement Plans - Weighted Average Assumptions HTML 46K
Used to Determine Benefit Obligation (Details)
101: R76 Retirement Plans - Summary of Projected Benefit HTML 46K
Obligations in Excess of Plan Assets (Details)
102: R77 Retirement Plans - Accumulated Benefit Obligations HTML 45K
in Excess of Plan Assets (Details)
103: R78 Retirement Plans - Expected Benefit Payments HTML 59K
(Details)
104: R79 Retirement Plans - Allocation of Plan Assets, HTML 68K
Pension Plan (Details)
105: R80 Retirement Plans - Changes in Fair Value of Level HTML 53K
Three Assets (Details)
106: R81 Income Taxes - Components of Earnings From HTML 48K
Operations Before Income Taxes (Detail)
107: R82 Income Taxes - Components of Income Tax Expense HTML 69K
(Benefit) From Operations (Detail)
108: R83 Income Taxes - Reconciliation From Federal HTML 64K
Statutory Tax Rate to Effective Tax Rate (Detail)
109: R84 Income Taxes - Schedule of Significant Deferred HTML 77K
Tax Assets And Liabilities (Detail)
110: R85 Income Taxes - Schedule of Transactions Affecting HTML 52K
Valuation Allowance on Deferred Tax Assets
(Detail)
111: R86 Income Taxes - Additional Information (Detail) HTML 78K
112: R87 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 52K
113: R88 Debt - Schedule of the Company's Debt (Details) HTML 64K
114: R89 Debt - Schedule of the Company's Debt HTML 46K
(Parenthetical) (Details)
115: R90 Debt - Additional Information (Details) HTML 86K
116: R91 Debt - Schedule of Future Maturities of Debt HTML 54K
(Details)
117: R92 Debt - Schedule of Future Maturities of Debt HTML 44K
(Parenthetical) (Details)
118: R93 Debt - Summary of Interest Expense (Details) HTML 46K
119: R94 Earnings per Share - Additional Information HTML 56K
(Detail)
120: R95 Earnings per Share - Schedule of Basic and Diluted HTML 69K
Earnings per Common Share and the Average Number
of Common Shares Outstanding (Detail)
121: R96 Share-Based Compensation - Additional Information HTML 125K
(Details)
122: R97 Share-Based Compensation - Summary of Stock HTML 75K
Options Activity (Details)
123: R98 Share-Based Compensation - Summary of Restricted HTML 63K
Stock Units (Details)
124: R99 Preferred Stock - Additional Information (Details) HTML 44K
125: R100 Comprehensive Income - Schedule of Components of HTML 56K
Other Comprehensive Income and Income Tax Expense
Allocated to Each Component (Details)
126: R101 Comprehensive Income - Schedule of Changes in HTML 66K
Accumulated Other Comprehensive Loss (Details)
127: R102 Comprehensive Income - Reclassifications from HTML 56K
Accumulated Other Comprehensive Loss Amortization
of Pension Plan Cost (Details)
128: R103 Segment Information - Additional Information HTML 48K
(Details)
129: R104 Segment Information - Schedule of Segment HTML 73K
Reporting Information (Details)
130: R105 Segment Information - Schedule of Corporate Assets HTML 56K
(Details)
131: R106 Geographic Area and Products and Services HTML 59K
Information - Schedule of Net Sales and Long-lived
Assets by Geographic Region (Details)
132: R107 Geographic Area and Products and Services HTML 55K
Information - Summary of Net Sales for Services
and Products (Details)
133: R108 Related Parties - Additional Information (Details) HTML 98K
134: R109 Related Parties - Summary of Amount in HTML 54K
Consolidated and Combined Balance Sheet Due or
From Related Parties (Details)
135: R110 Related Parties - Schedule of Allocation of HTML 50K
Expenses Reflected in Consolidated and Combined
Financial Statements (Details)
136: R111 Guarantor Financial Information - Additional HTML 53K
Information (Details)
137: R112 Guarantor Financial Information - Condensed HTML 128K
Consolidating Statements of Operations (Details)
138: R113 Guarantor Financial Information - Condensed HTML 182K
Consolidating Balance Sheets (Details)
139: R114 Guarantor Financial Information - Condensed HTML 143K
Consolidating Statements of Cash Flows (Details)
140: R115 Guarantor Financial Information - Condensed HTML 42K
Consolidating Statements of Cash Flows
(Parenthetical) (Details)
142: XML IDEA XML File -- Filing Summary XML 253K
141: EXCEL IDEA Workbook of Financial Reports XLSX 149K
20: EX-101.INS XBRL Instance -- dfin-20161231 XML 8.54M
22: EX-101.CAL XBRL Calculations -- dfin-20161231_cal XML 309K
23: EX-101.DEF XBRL Definitions -- dfin-20161231_def XML 988K
24: EX-101.LAB XBRL Labels -- dfin-20161231_lab XML 1.66M
25: EX-101.PRE XBRL Presentations -- dfin-20161231_pre XML 1.56M
21: EX-101.SCH XBRL Schema -- dfin-20161231 XSD 260K
143: ZIP XBRL Zipped Folder -- 0001564590-17-002855-xbrl Zip 325K
Exhibit 10.13
Donnelley Financial Solutions
Annual Incentive Plan
(Effective February 14, 2017)
OVERVIEW
The Donnelley Financial Solutions Annual Incentive Plan (the “Annual Incentive Plan” or the “Plan”) is designed to promote the growth and profitability of Donnelley Financial and its subsidiaries with incentives to reward and enhance the retention of eligible employees. Awards are made depending on the Company’s financial performance and on how well an eligible employee performs against individual objectives that link to and support Donnelley Financial’s strategic and financial priorities.
The Plan is a sub-plan of the Donnelley Financial Solutions, Inc. 2016 Performance Incentive Plan (the “2016 PIP”) and is subject to all of the performance conditions established pursuant to the 2016 PIP and the limitations set forth therein. With respect to participants who are subject to Section 162(m) of the Internal Revenue Code, as amended (the “Code”), to the extent that any term of the Plan conflicts with the terms of the 2016 PIP, the terms of the 2016 PIP will apply. Notwithstanding anything herein to the contrary, no award may be made under this Plan to a Covered Person (as defined below) with respect to any Plan Year if the pre-established performance goal (which is based on one or more of the “performance goals” listed in Section II.2 of the 2016 PIP and which is intended to cause awards under this Plan to Covered Persons to constitute performance-based compensation within the meaning of Section 162(m) of the Code) is not met and certified by the Committee as described below.
The Compensation Committee of the Board of Directors (the “Committee”) administers the Plan. The Committee has authority to establish rules and regulations for the Plan’s implementation and administration, including the authority to impose limitations and conditions, with respect to competitive employment or otherwise, that are not inconsistent with the Plan’s purposes.
PARTICIPATION
Eligibility is limited to officers selected by the Committee and other key management employees designated as eligible by position in the organization (“eligible participant” or “participant”).
TARGET AWARD PERCENTAGE AND PLAN FUNDING
Each eligible participant’s target incentive opportunity under the Annual Incentive Plan is a percentage of such participant’s base salary as of December 31 of the Plan Year, or such other amount as determined by the Committee. This is referred to as the “Target Award Percentage” and will be communicated to eligible participants annually. Eligible wages do not include disability benefit payments. The “Plan Year” for any year is the calendar year.
The portion of any Target Award Percentage that is dependent upon achievement of corporate or business unit financial objectives (the “Financial Objective Percentage”) and the portion that is dependent upon achievement of non-financial objectives (the “Non-Financial Objective Percentage”) will be determined by the Committee and will be communicated to eligible participants annually.
FINANCIAL OBJECTIVES AND PLAN FUNDING
Subject to the performance conditions established under the 2016 PIP and the limitations set forth therein, the Company must fund the Plan for a Plan Year for participants to receive an award based on corporate financial objectives (the “Corporate Financial Objectives”) or business unit financial objectives (the
“Business Unit Financial Objectives”) for that Plan Year. The decision whether or not to fund all or part of the Plan for a particular Plan Year, as well as the Plan’s funding level, is made by the Committee in its sole discretion based on the Corporate and Business Unit Financial Objectives pre-established by the Committee, which financial performance objectives must be based on one or more of the “performance goals” listed in Section II.2 of the 2016 PIP. The Committee will separately adopt such Corporate and Business Unit Financial Objectives (which may not be amended following their adoption) prior to 90 days after the beginning of each Plan Year.
Plan funding is based upon the Company’s corporate and business unit actual financial performance for the Plan Year against the pre-established Corporate and Business Unit Financial Objectives. If the Committee determines that the Corporate or Business Unit Financial Objectives have been met, the Plan will be funded with respect to the applicable financial objectives. In the event the Corporate or Business Unit Financial Objectives have not been met, the Plan will not be funded with respect to the applicable financial objectives.
If the Company funds the Plan with respect to a financial objective, awards will be made to eligible participants for that financial objective based upon the Plan funding level up to 200% of the participant’s Financial Objective Percentage (or such other percentage as determined by the Committee). The Committee will determine the percentage of the participant’s Target Award Percentage to be paid out based upon the participant’s Financial Objective Percentage and the Plan’s funding level; such percentages will be communicated to the participant. Eligible participants will only receive awards with respect to Financial Objectives assigned to such participant (e.g., if a Business Unit Financial Objective funds, only participants with such Business Unit Financial Objective will be eligible for awards based on the funding).
Any actual award made under the Annual Incentive Plan based on the Financial Objective Percentage can range from 0% to 200% of the Financial Objective Percentage (or such other percentage as determined by the Committee), depending upon the Plan’s funding level; provided, however, that the Committee shall have the discretion to determine the actual amount of any Financial Objective award paid to a participant under the Plan but may only exercise “negative discretion” to reduce (not increase) the amount of the award payable to a person who is a “covered employee,” as defined in Section 162(m) of the Code (a “Covered Employee”).
NON-FINANCIAL OBJECTIVES AND PLAN FUNDING
Non-financial objectives are established for each participant each Plan Year to support Donnelley Financial’s strategic and financial priorities. A participant’s non-financial objectives are determined each year in consultation with the participant and his or her manager and are communicated to the participant in writing as part of the objective goal-setting process. Achievement of non-financial objectives will be made in the Committee’s discretion in consultation with management, the Committee will determine the percentage of the participant’s Target Award Percentage to be paid out based upon the participant’s Non-Financial Objective Percentage and the Committee’s determination of whether a participant has attained, in whole or in part, the participant’s non-financial objectives for a Plan Year, shall be final and binding.
Any actual award made under the Annual Incentive Plan based on the Non-Financial Objective Percentage can range from 0% to 100% of the Non-Financial Objective Percentage (or such other percentage as determined by the Committee), depending upon the participant’s achievement of non-financial objectives; provided, however, that the Committee shall have the discretion to determine the actual amount of any Non-Financial Objective award paid to a participant under the Plan but may only exercise “negative discretion” to reduce (not increase) the amount of the award payable to a Covered Employee.
~ 2 ~
Awards are paid following the Plan Year after the Committee has certified the achievement of Financial Objectives under the 2016 PIP and the Plan funding decisions and non-financial objective performance measurements have been made. Except as otherwise provided herein, or by the Committee, at any time prior to the end of such Plan Year, any award to be paid under the Plan shall be paid to recipients within 2 1/2 months after the end of the Plan Year (i.e., by the following March 15). A participant must be on the payroll of the Company as of the date of payment of the award to receive an award. Special provisions apply to retirees and in the case of a participant’s death or Disability. (Please refer to the Changes in Employment Status section of this document for details.)
The Committee also has discretionary authority to increase or decrease the amount of the award otherwise payable if it determines that an adjustment is appropriate to better reflect the actual performance of the Company, business unit and/or the participant; provided, however, that the Committee may not increase the amount of the award payable to a person who is a “covered employee,” as defined in Section 162(m) of the Code, to an amount in excess of the amount earned under the 2016 PIP; and provided further, however, the Committee has discretionary authority to decrease the amount of the award otherwise payable at any time for any person designated as an executive officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934. Additionally, the Committee has discretionary authority to reduce the amount of the award otherwise payable if it determines that any participant engaged in misconduct.
BENEFITS AND TAX TREATMENT
Award payments are subject to applicable deductions, including social security taxes and federal and applicable state and local income tax withholding.
The treatment of award payments as compensation for purposes of other Donnelley Financial employee benefits plans is determined by the terms of the applicable plans.
CHANGES IN EMPLOYMENT STATUS
|
A. |
PROMOTIONS, DEMOTIONS, TRANSFERS, CHANGES IN ASSIGNMENT |
If a participant is promoted, demoted, transferred to or between business units or from corporate during the year, any award payout normally will be calculated by prorating the payouts for each eligible position based on the Target Award Percentage and the time assigned to that position.
|
B. |
NEW HIRE |
Employees hired on or prior to September 30th of the Plan Year shall be eligible to participate in the Annual Incentive Plan in the year of hire for the prorata portion of the Plan Year in which they are employed if designated. Eligible employees hired after September 30th of the Plan Year shall not be eligible to begin participation in the Plan until the following Plan Year, except for those who receive approval for participation from the Company’s Chief Human Resources Officer.
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|
C. |
RETIREMENT, DEATH or DISABILITY |
A participant’s retirement*, death, or Disability** during a Plan Year or prior to the payment date will not disqualify a participant from eligibility to receive a pro rata award based on the Committee’s determination of the Plan’s funding level (including the achievement of any performance goals intended to satisfy the performance-based exception under Section 162(m)), the participant’s Personal Objective Percentage and achievement of the participant’s personal objectives, each as determined by the Committee in its discretion.
|
* |
For purposes of the Plan, “retirement” generally means (i) retirement at age 65, or (ii) retirement at or after age 55 with 5 or more years of continuous service. |
|
** |
For purposes of the Plan, “Disability” means disability as defined as in the Company’s long-term disability policy as in effect at the time of the participant’s disability. |
|
D. |
OTHER TERMINATION |
If participant’s employment terminates for reasons other than retirement (as defined above), death, or Disability (as defined above) prior to the end of the Plan Year, no award shall be payable.
ADMINISTRATION
The Committee has full discretionary authority to administer the Plan, including the authority to determine the performance achievement attained under the Plan. The Committee may delegate to members of Donnelley Financial’s management the authority to administer the Plan and determine performance under the Plan.
Donnelley Financial retains the right to amend or terminate the Plan at any time; provided however that awards for any plan year may not be amended or terminated after the completion of such Plan Year except in cases of misconduct of the participant.
Questions regarding the Plan should be directed to the Donnelley Financial Human Resources Department.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/17 | 8-K | ||
| 2/14/17 | SC 13G | |||
| For Period end: | 12/31/16 | SD | ||
| List all Filings | ||||