Donnelley Financial Solutions, Inc. - Quarter Report: 2017 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-37728

Donnelley Financial Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware		36-4829638
(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)

(844) 866-4337

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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.

If an emerging growth company, indicate by check mark if the registrant has elected not 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 28, 2017, 33.7 million shares of common stock were outstanding.

DONNELLEY FINANCIAL SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED June 30, 2017

TABLE OF CONTENTS

Part I
FINANCIAL INFORMATION		Page
Item 1:	Condensed Consolidated and Combined Financial Statements (unaudited)	3

	Condensed Consolidated and Combined Statements of Operations for the three and six months ended June 30, 2017 and 2016	3

	Condensed Consolidated and Combined Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016	4

	Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016	5

	Condensed Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2017 and 2016	6

	Notes to Condensed Consolidated and Combined Financial Statements	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3:	Quantitative and Qualitative Disclosure About Market Risk	49

Item 4:	Controls and Procedures	49

Part II
OTHER INFORMATION		Page
Item 1:	Legal Proceedings	50

Item 1A:	Risk Factors	50

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 4:	Mine Safety Disclosures	50

Item 6:	Exhibits	51

Signatures		55

Donnelley Financial Solutions, Inc. and Subsidiaries (“Donnelley Financial”)

Condensed Consolidated and Combined Statements of Operations

For the Three and Six Months Ended June 30, 2017 and 2016

(in millions, except per share data)

(UNAUDITED)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Services net sales	$	177.1	$	174.9	$	331.1	$	314.7
Products net sales		113.1		123.1		226.4		223.4
Total net sales		290.2		298.0		557.5		538.1
Services cost of sales (exclusive of depreciation and amortization)		80.8		78.5		158.5		150.4
Services cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		9.6		9.5		19.5		20.7
Products cost of sales (exclusive of depreciation and amortization)		68.8		62.9		131.8		117.9
Products cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		13.5		16.7		32.3		37.1
Total cost of sales		172.7		167.6		342.1		326.1
Selling, general and administrative expenses (exclusive of depreciation and amortization)		60.5		59.3		117.2		108.3
Restructuring, impairment and other charges-net		3.2		1.3		7.0		1.9
Depreciation and amortization		10.9		10.8		21.1		20.3
Income from operations		42.9		59.0		70.1		81.5
Interest expense-net		11.0		0.1		22.1		0.4
Earnings before income taxes		31.9		58.9		48.0		81.1
Income tax expense		13.1		22.6		19.9		31.4
Net earnings	$	18.8	$	36.3	$	28.1	$	49.7

Net earnings per share (Note 9):
Basic net earnings per share		0.57		1.12		0.86		1.53
Diluted net earnings per share		0.57		1.12		0.86		1.53
Weighted average number of common shares outstanding
Basic		32.7	32.4			32.6	32.4
Diluted		32.9	32.4			32.8	32.4

See Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Donnelley Financial Solutions, Inc. and Subsidiaries (“Donnelley Financial”)

Condensed Consolidated and Combined Statements of Comprehensive Income

For the Three and Six Months Ended June 30, 2017 and 2016

(in millions)

(UNAUDITED)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Net earnings	$	18.8	$	36.3	$	28.1	$	49.7

Other comprehensive income (loss), net of tax:
Translation adjustments		2.3		1.0		2.4		4.0
Adjustment for net periodic pension and other postretirement benefits plan cost	0.3			—		0.7		(0.2	)
Other comprehensive income, net of tax		2.6		1.0		3.1		3.8
Comprehensive income	$	21.4	$	37.3	$	31.2	$	53.5

See Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Donnelley Financial Solutions, Inc. and Subsidiaries (“Donnelley Financial”)

Condensed Consolidated Balance Sheets

As of June 30, 2017 and December 31, 2016

(in millions, except per share data)

(UNAUDITED)

	June 30,			December 31,
	2017			2016
ASSETS
Cash and cash equivalents	$	8.1		$	36.2
Receivables, less allowances for doubtful accounts of $8.5 in 2017 (2016 - $6.4)		257.1			156.2
Receivables from R.R. Donnelley		14.8			96.0
Inventories		26.0			24.1
Prepaid expenses and other current assets		14.1			17.1
Total current assets		320.1			329.6
Property, plant and equipment-net		34.8			35.5
Goodwill		446.9			446.4
Other intangible assets-net		47.6			54.3
Software-net		39.7			41.6
Deferred income taxes		39.9			37.0
Other noncurrent assets		39.4			34.5
Total assets	$	968.4		$	978.9
LIABILITIES
Accounts payable	$	82.5		$	85.3
Accrued liabilities		103.9			100.7
Short-term debt		1.0			—
Total current liabilities		187.4			186.0
Long-term debt (Note 12)		524.9			587.0
Deferred compensation liabilities		24.0			24.4
Pension and other postretirement benefits plan liabilities		53.0			56.4
Other noncurrent liabilities		12.5			14.0
Total liabilities		801.8			867.8
Commitments and Contingencies (Note 13)
EQUITY
Preferred stock, $0.01 par value
Authorized: 1.0 shares; Issued: None		—			—
Common stock, $0.01 par value
Authorized: 65.0 shares;
Issued: 33.7 shares in 2017 (2016 - 32.6 shares)		0.3			0.3
Additional paid-in-capital		204.2			179.9
Retained earnings (deficit)		27.3			(0.8	)
Accumulated other comprehensive loss		(65.2	)		(68.3	)
Total equity		166.6			111.1
Total liabilities and equity	$	968.4		$	978.9

See Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Donnelley Financial Solutions, Inc. and Subsidiaries (“Donnelley Financial”)

Condensed Consolidated and Combined Statements of Cash Flows

For the Six Months Ended June 30, 2017 and 2016

(in millions)

(UNAUDITED)

	Six Months Ended
	June 30,
	2017			2016
OPERATING ACTIVITIES
Net earnings	$	28.1		$	49.7
Adjustments to reconcile net earnings to net cash used in operating activities:
Impairment charges		0.2			—
Depreciation and amortization		21.1			20.3
Provision for doubtful accounts receivable		3.6			1.4
Share-based compensation		3.5			1.0
Deferred income taxes		(3.2	)		(0.7	)
Net pension and other postretirement benefits plan income		(1.7	)		(0.2	)
Loss on investments and other assets - net		—			0.1
Other		1.2			—
Changes in operating assets and liabilities - net of acquisitions:
Accounts receivable - net		(89.6	)		(96.9	)
Inventories		(1.9	)		(1.1	)
Prepaid expenses and other current assets		(1.3	)		(6.5	)
Accounts payable		(2.3	)		4.2
Income taxes payable and receivable		8.8			(0.4	)
Accrued liabilities and other		(4.4	)		(3.4	)
Pension and other postretirement benefits plan contributions		(1.5	)		(1.1	)
Net cash used in operating activities		(39.4	)		(33.6	)
INVESTING ACTIVITIES
Capital expenditures		(12.0	)		(12.3	)
Purchase of investment		(3.4	)		—
Other investing activities		0.2			(1.6	)
Net cash used in investing activities		(15.2	)		(13.9	)
FINANCING ACTIVITIES
Revolving facility borrowings		174.0			—
Payments on revolving facility borrowings		(169.0	)		—
Payments on current maturities and long-term debt		(68.0	)		—
Debt issuance costs		(1.5	)		—
Separation-related payment from R.R. Donnelley		68.0			—
Proceeds from the issuance of common stock		18.8			—
Net transfers related to the Separation		3.0			—
Net change in short-term debt		1.0			(8.8	)
Net transfers from Parent and affiliates		—			69.5
Other financing activities		—			0.4
Net cash provided by financing activities		26.3			61.1
Effect of exchange rate on cash and cash equivalents		0.2			5.2
Net (decrease) increase in cash and cash equivalents		(28.1	)		18.8
Cash and cash equivalents at beginning of year		36.2			15.1
Cash and cash equivalents at end of period	$	8.1		$	33.9

See Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Note 1. Overview and Basis of Presentation

Description of Business

Donnelley Financial Solutions, Inc. (the “Company” or “Donnelley Financial” ) is a financial communications services company that supports global capital markets compliance and transaction needs for its corporate clients and their advisors (such as law firms and investment bankers) and global investment markets compliance and analytics needs for mutual fund companies, variable annuity providers and broker/dealers. With proprietary technology such as data storage and workflow collaboration tools, deep subject matter expertise and a global footprint, Donnelley Financial produces, manages, stores, distributes and translates documents and electronic communications in order to deliver timely financial communications to investors and documents in a manner that complies with regulatory commissions.

Donnelley Financial’s Registration Statement on Form 10, as amended, was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 20, 2016. On October 1, 2016, Donnelley Financial became an independent publicly traded company through the distribution by R.R. Donnelley & Sons Company (“RRD”) of approximately 26.2 million shares, or 80.75%, of Donnelley Financial common stock to RRD shareholders (the “Separation”). Holders of RRD common stock received one share of Donnelley Financial common stock for every eight shares of RRD common stock held on September 23, 2016. RRD retained approximately 6.2 million shares of Donnelley Financial common stock, or a 19.25% interest (as of the Separation date) in Donnelley Financial, as part of the Separation. Donnelley Financial’s common stock began regular-way trading under the ticker symbol “DFIN” on the New York Stock Exchange on October 3, 2016. On October 1, 2016, RRD also completed the previously announced separation of LSC Communications, Inc. (“LSC”), its publishing and retail-centric print services and office products business. On March 28, 2017, RRD completed the sale of 6.2 million shares of LSC common stock (RRD’s remaining ownership stake in LSC) in an underwritten public offering. As a result, for the quarter ended June 30, 2017, LSC is no longer an affiliate of the Company.

On March 24, 2017, pursuant to the Stockholder and Registration Rights Agreement, dated as of September 30, 2016, by and between the Company and RRD, the Company filed a Registration Statement on Form S-1 to register the offering and sale of shares of the Company’s common stock retained by RRD. The Registration Statement on Form S-1, as amended, was declared effective by the SEC on June 13, 2017. On June 21, 2017, RRD completed the sale of approximately 6.1 million shares of the Company’s common stock in an underwritten public offering. RRD retained approximately 0.1 million shares of the Company’s common stock upon consummation of the offering. It is expected that RRD will dispose of the retained shares during the third quarter of 2017. In conjunction with the underwritten public offering, the underwriters exercised their option to purchase approximately 0.9 million of the Company’s shares (the “Option Shares”). The Company received approximately $18.8 million in net proceeds from the sale of the Option Shares, after deducting estimated underwriting discounts and commissions. The proceeds were used to reduce outstanding debt under the Revolving Facility (as defined below).

The Company and LSC entered into a Separation and Distribution Agreement with RRD to effect the distribution of the Company’s and LSC’s common stock to R.R. Donnelley’s common stockholders. This agreement governs the Company’s relationship with RRD and LSC with respect to pre-Separation matters and provides for the allocation of employee benefit, litigation and other liabilities and obligations attributable to periods prior to the Separation. The Separation and Distribution Agreement also includes an agreement that the Company, RRD and LSC will provide each other with appropriate indemnities with respect to liabilities arising out of the businesses being distributed and retained by RRD in the Separation. The Separation and Distribution Agreement also addresses employee compensation and benefit matters.

In connection with the Separation, the Company entered into transition services agreements separately with RRD and LSC, under which, in exchange for the fees specified in the arrangements, RRD and LSC agree to provide certain services to the Company and the Company agrees to provide certain services to RRD, respectively, for up to 24 months following the Separation. These services include, but are not limited to, information technology, accounts receivable, accounts payable, payroll and other financial and administrative services and functions. These agreements facilitate the separation by allowing the Company to operate independently prior to establishing stand-alone back office systems across its organization.

The Company entered into a number of commercial and other arrangements with RRD and its subsidiaries. These include, among other things, arrangements for the provision of services, including global outsourcing and logistics services, printing and binding, digital printing, composition, premedia and access to technology. The Company also entered into a number of commercial and other arrangements with LSC and its subsidiaries, pursuant to which LSC will print and bind products for the Company. The terms of the arrangements with RRD and LSC do not exceed 24 months. Subsequent to the Separation, RRD and LSC are clients of the Company and expect to utilize financial communication software and services that the Company provides to all of its clients.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Basis of Presentation

The accompanying unaudited condensed consolidated and combined financial statements reflect the consolidated financial position and consolidated results of operations of the Company as an independent, publicly traded company for the periods after the Separation and the combined financial position and combined results of operations for the periods prior to the Separation. Prior to the Separation, the combined financial statements were prepared on a stand-alone basis and were derived from RRD’s consolidated financial statements and accounting records.

The unaudited condensed consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial data presented herein should be read in conjunction with the audited consolidated and combined financial statements and accompanying notes included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 28, 2017. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited condensed consolidated and combined interim financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated and combined financial statements. Actual results could differ from these estimates.

For periods prior to the Separation, the unaudited condensed consolidated and combined financial statements include the allocation of certain assets and liabilities that have historically been held at the RRD corporate level but which are specifically identifiable or attributable to the Company. Cash and cash equivalents held by RRD were not allocated to Donnelley Financial unless they were held in a legal entity that was transferred to Donnelley Financial. All intercompany transactions and accounts within Donnelley Financial have been eliminated. All intracompany transactions between RRD and Donnelley Financial are considered to be effectively settled in the unaudited condensed consolidated and combined financial statements at the time the transaction is recorded. The total net effect of the settlement of these intracompany transactions is reflected in the unaudited condensed consolidated and combined statements of cash flows as a financing activity and in the unaudited condensed consolidated and combined balance sheets as net parent company investment. Net parent company investment is primarily impacted by contributions from RRD which are the result of treasury activities and net funding provided by or distributed to RRD.

Prior to the Separation, the unaudited condensed consolidated and combined financial statements include certain expenses of RRD which were allocated to Donnelley Financial for certain functions, including general corporate expenses related to information technology, finance, legal, human resources, internal audit, treasury, tax, investor relations and executive oversight. These expenses were allocated to the Company on the basis of direct usage, when available, with the remainder allocated on the pro rata basis of revenue, employee headcount, or other measures. We consider the expense methodology and results to be reasonable for all periods presented. However these allocations may not be indicative of the actual expenses that would have been incurred as an independent public company or the costs that may be incurred in the future.

For periods prior to the Separation, the income tax amounts in the unaudited condensed consolidated and combined financial statements were calculated based on a separate income tax return methodology and presented as if the Company’s operations were separate taxpayers in the respective jurisdictions.

RRD maintained various benefit and share-based compensation plans at a corporate level. Donnelley Financial employees participated in those programs and a portion of the cost of those plans is included in Donnelley Financial’s condensed consolidated and combined financial statements for periods prior to the Separation. On October 1, 2016, Donnelley Financial recorded net pension plan liabilities of $68.3 million (consisting of a total benefit plan liability of $317.0 million, net of plan assets having fair market value of $248.7 million), as a result of the transfer of certain pension plan liabilities and assets from RRD to the Company upon the legal split of those plans. The pension plan asset allocation from RRD was finalized on June 30, 2017, which resulted in a $0.7 million decrease to the fair value of plan assets transferred to the Company from RRD. The Company also recorded a net other postretirement benefit liability of $1.5 million, as a result of the transfer of an other postretirement benefit plan from RRD to the Company. Refer to Note 6, Retirement Plans, for further details regarding the Company’s pension and other postretirement benefit plans. Refer to Note 7, Share Based Compensation, for further details regarding the Company’s share-based compensation plans.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Donnelley Financial generates a portion of net revenue from sales to RRD’s subsidiaries. Included in the unaudited condensed consolidated and combined financial statements are net revenues from sales to RRD and affiliates of $4.3 million and $1.1 million for the three months ended June 30, 2017 and June 30, 2016, respectively, and $8.3 million and $2.5 million for the six months ended June 30, 2017 and 2016, respectively. Donnelley Financial utilizes RRD for freight and logistics, production of certain printed products and outsourced business services functions. Included in the unaudited condensed consolidated and combined financial statements are cost of sales to RRD and affiliates of $23.1 million and $26.2 million for the three months ended June 30, 2017 and June 30, 2016, respectively, and $51.8 million and $57.8 million for the six months ended June 30, 2017 and 2016, respectively. Intercompany receivables and payables with RRD are reflected within net parent company investment in the accompanying unaudited condensed consolidated and combined financial statements for periods prior to the Separation. See Note 14, Related Parties, for a further description of related party transactions.

Note 2. Inventories

The components of the Company’s inventories, net of excess and obsolescence reserves for raw materials and finished goods, at June 30, 2017 and December 31, 2016 were as follows:

	June 30, 2017		December 31, 2016
Raw materials and manufacturing supplies	$	7.3	$	7.6
Work in process		11.5		10.8
Finished goods		7.2		5.7
Total	$	26.0	$	24.1

Note 3. Property, Plant and Equipment

The components of the Company’s property, plant and equipment at June 30, 2017 and December 31, 2016 were as follows:

	June 30, 2017			December 31, 2016
Land	$	10.0		$	10.0
Buildings		45.6			44.4
Machinery and equipment		106.6			109.2
		162.2			163.6
Less: Accumulated depreciation		(127.4	)		(128.1	)
Total	$	34.8		$	35.5

Depreciation expense was $1.8 million and $2.8 million for the three months ended June 30, 2017 and 2016, respectively, and $3.1 million and $4.7 million for the six months ended June 30, 2017 and 2016, respectively.

Note 4. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment for the six months ended June 30, 2017 were as follows:

	U.S.		International		Total
Net book value as of December 31, 2016	$	429.2	$	17.2	$	446.4
Foreign exchange and other adjustments		—		0.5		0.5
Net book value as of June 30, 2017	$	429.2	$	17.7	$	446.9

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

The components of other intangible assets at June 30, 2017 and December 31, 2016 were as follows:

	June 30, 2017							December 31, 2016
	Gross							Gross
	Carrying		Accumulated			Net Book		Carrying		Accumulated			Net Book
	Amount		Amortization			Value		Amount		Amortization			Value
Customer relationships	$	139.8	$	(93.0	)	$	46.8	$	138.8	$	(85.3	)	$	53.5
Trade names		6.3		(5.5	)		0.8		6.3		(5.5	)		0.8
Trademarks, licenses and agreements		3.2		(3.2	)		—		3.2		(3.2	)		—
Total other intangible assets	$	149.3	$	(101.7	)	$	47.6	$	148.3	$	(94.0	)	$	54.3

Amortization expense for other intangible assets was $3.5 million and $3.6 million for the three months ended June 30, 2017 and 2016, respectively, and $7.1 million and $7.2 million for the six months ended June 30, 2017 and 2016, respectively.

The following table outlines the estimated annual amortization expense related to other intangible assets as of June 30, 2017:

For the year ending December 31,	Amount
2017	$	14.3
2018		13.8
2019		13.8
2020		12.4
2021		0.1
2022 and thereafter		0.3
Total	$	54.7

Note 5. Restructuring, Impairment and Other Charges

Restructuring, Impairment and Other Charges recognized in Results of Operations

For the three months ended June 30, 2017 and 2016, the Company recorded the following net restructuring, impairment and other charges:

Three Months Ended	Employee		Other Restructuring		Total Restructuring
June 30, 2017	Terminations		Charges		Charges		Impairment		Total
U.S.	$	1.0	$	1.5	$	2.5	$	0.2	$	2.7
International		0.5		—		0.5		—		0.5
Corporate		—		—		—		—		—
Total	$	1.5	$	1.5	$	3.0	$	0.2	$	3.2

Three Months Ended	Employee		Other Restructuring		Total Restructuring
June 30, 2016	Terminations		Charges		Charges		Total
U.S.	$	0.8	$	0.3	$	1.1	$	1.1
International		0.2		—		0.2		0.2
Corporate		—		—		—		—
Total	$	1.0	$	0.3	$	1.3	$	1.3

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

For the six months ended June 30, 2017 and 2016, the Company recorded the following net restructuring, impairment and other charges:

Six Months Ended	Employee		Other Restructuring		Total Restructuring				Other
June 30, 2017	Terminations		Charges		Charges		Impairment		Charges		Total
U.S.	$	3.0	$	1.9	$	4.9	$	0.2	$	0.1	$	5.2
International		1.2		—		1.2		—		—		1.2
Corporate		0.6		—		0.6		—		—		0.6
Total	$	4.8	$	1.9	$	6.7	$	0.2	$	0.1	$	7.0

Six Months Ended	Employee		Other Restructuring		Total Restructuring		Other
June 30, 2016	Terminations		Charges		Charges		Charges		Total
U.S.	$	0.8	$	0.8	$	1.6	$	0.1	$	1.7
International		0.2		—		0.2		—		0.2
Corporate		—		—		—		—		—
Total	$	1.0	$	0.8	$	1.8	$	0.1	$	1.9

Restructuring and Impairment Charges

For the three and six months ended June 30, 2017, the Company recorded net restructuring charges of $1.5 million and $4.8 million, respectively, for employee termination costs for 148 employees, substantially all of whom were terminated as of June 30, 2017. These charges primarily related to the reorganization of certain operations. Additionally, the Company incurred net lease termination and other restructuring charges of $1.5 million and $1.9 million, respectively, for the three and six months ended June 30, 2017. For the three and six months ended June 30, 2017, the Company also recorded $0.2 million of net impairment charges primarily related to leasehold improvements associated with facility closures.

For both the three and six months ended June 30, 2016, the Company recorded net restructuring charges of $1.0 million for 52 employees. These charges primarily related to the reorganization of certain administrative functions. Additionally, the Company incurred lease termination and other restructuring charges of $0.3 million and $0.8 million, respectively, for the three and six months ended June 30, 2016.

Restructuring Reserve

The restructuring reserve as of December 31, 2016 and June 30, 2017, and changes during the six months ended June 30, 2017, were as follows:

					Foreign
	December 31,		Restructuring		Exchange and			Cash			June 30,
	2016		Charges		Other			Paid			2017
Employee terminations	$	1.6	$	4.8	$	(0.1	)	$	(3.9	)	$	2.4
Lease terminations and other		3.8		1.9		0.3			(0.9	)		5.1
Total	$	5.4	$	6.7	$	0.2		$	(4.8	)	$	7.5

The current portion of restructuring reserves of $5.6 million at June 30, 2017 was included in accrued liabilities, while the long-term portion of $1.9 million, primarily related to lease termination costs, was included in other noncurrent liabilities at June 30, 2017.

The restructuring liabilities classified as “lease terminations and other” consisted of lease terminations, other facility closing costs and contract termination costs. Payments on certain of the lease obligations are scheduled to continue until 2026. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charges related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the Company’s financial statements.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Note 6. Retirement Plans

Donnelley Financial’s Participation in RRD’s Pension and Postretirement Benefit Plans

RRD provided pension and other postretirement healthcare benefits to certain current and former employees of Donnelley Financial. Prior to the Separation, RRD was responsible for the net benefit plan obligations associated with these plans, and as such, these liabilities are not reflected in Donnelley Financial’s unaudited condensed consolidated and combined balance sheets.

Donnelley Financial’s unaudited condensed consolidated and combined statements of operations include expense allocations for these benefits. These allocations were funded through intercompany transactions with RRD which are reflected within net parent company investment in Donnelley Financial. Total RRD pension and postretirement benefit plan net income allocated to Donnelley Financial, related to pension cost and postretirement benefits, was $1.5 million and $2.9 million in the three and six months ended June 30, 2016, respectively. Included in these amounts is an allocation for other postretirement benefit plans for $0.7 million in the six months ended June 30, 2016. These allocations are reflected in the Company’s cost of sales and selling, general and administrative expenses.

Donnelley Financial’s Pension and Postretirement Benefit Plans

On October 1, 2016, Donnelley Financial recorded net pension plan liabilities of $68.3 million (consisting of a total benefit plan liability of $317.0 million, net of plan assets having fair market value of $248.7 million), as a result of the transfer of certain pension plan liabilities and assets from RRD to the Company upon the legal split of those plans. The pension plan asset allocation from RRD was finalized on June 30, 2017, which resulted in a $0.7 million decrease to the fair value of plan assets transferred to the Company from RRD. The Company also recorded a net other postretirement benefit liability of $1.5 million, as a result of the transfer of an other postretirement benefit plan from RRD to the Company.

The components of the estimated net pension plan income for Donnelley Financial’s pension plans for the three and six months ended June 30, 2017 and 2016 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2017			2016		2017			2016
Pension expense (income)
Interest cost	$	2.6		$	—	$	5.3		$	—
Expected return on assets		(4.0	)		—		(8.0	)		—
Amortization, net		0.5			—		1.0			(0.2	)
Net pension income	$	(0.9	)	$	—	$	(1.7	)	$	(0.2	)

Note 7. Share Based Compensation

Share-based compensation expense

For all share-based awards granted to employees and directors following the Separation, including stock options, restricted stock units (“RSUs”), performance based restricted stock and performance share units (“PSUs”), the Company recognizes compensation expense based on estimated grant date fair values. The Company estimates the fair value of share-based awards based on assumptions as of the grant date. The Company recognizes compensation costs for RSUs expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years. Compensation expense for performance based restricted stock awards granted in 2016, which vest on a graded basis, is recognized utilizing a graded vesting schedule. Compensation expense for performance based restricted stock awards and PSUs granted in 2017, which cliff vest, is recognized on a straight-line basis over the performance period of the award. Compensation expense for stock options is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of four years. The Company estimates the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

The stock options, RSUs, performance based restricted stock and PSUs granted during the six months ended June 30, 2017 are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death or permanent disability of the grantee or a change in control of the Company. In addition, upon a change in control of the Company, PSUs will be measured for attainment of the performance metrics as of the end of the Company’s fiscal quarter ending immediately prior to the fiscal quarter in which the change in control took place and the performance based restricted stock will be measured at 100% attainment of the target performance metrics. Both awards will remain subject to time based vesting until the end of the vesting period; provided that the award will vest in full if, within three months prior to or two years after the date of the change in control of the Company, the grantee’s employment is terminated without cause by the Company or for good reason by the grantee.

In periods prior to the Separation, share-based compensation expense includes expense attributable to the Company based on the award terms previously granted to the Company’s employees and an allocation of compensation expense for RRD’s corporate and shared functional employees. As those share-based compensation plans are RRD’s plans, the amounts have been recognized through net parent company investment on the combined balance sheets.

Total compensation expense related to all share based compensation plans was $2.4 million and $0.7 million for the three months ended June 30, 2017 and 2016, respectively, and $3.5 million and $1.0 million for the six months ended June 30, 2017 and 2016, respectively.

During the first quarter of 2017, the Company adopted Accounting Standards Update 2016-09 “Compensation–Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09)”, which identifies areas of simplification for several aspects of accounting for share-based payment transactions. The adoption of ASU 2016-09 represents a change in accounting principle. The Company has adopted all applicable aspects of this guidance on a prospective basis.

ASU 2016-09 requires all excess tax benefits and tax deficiencies to be recognized as discrete items within income tax expense or benefit in the income statement in the reporting period in which they occur. As a result of this change, excess tax benefits and tax deficiencies are now excluded from the calculation of assumed proceeds when using the treasury stock method in calculating diluted earnings per share. ASU 2016-09 also requires excess tax benefits to be presented as an operating activity on the statement of cash flows rather than as a financing activity.

ASU 2016-09 allows an employer with a statutory income tax withholding obligation to withhold shares with a fair value up to the amount of tax owed using the maximum statutory tax rate in the employee’s applicable jurisdiction(s). ASU 2016-09 requires companies to apply this guidance to outstanding liability awards at the date of adoption using a modified retrospective transition method, with a cumulative-effect adjustment to retained earnings. The Company does not have any outstanding share-based awards classified as liabilities. As such, no adjustment is required. ASU 2016-09 requires cash paid by an employer to taxing authorities when directly withholding shares for tax withholding purposes to be classified as a financing activity on the statement of cash flows. The change in classification is to be applied retrospectively. However, an adjustment to prior periods is not required because the Company did not have such tax withholding obligations during the prior periods.

ASU 2016-09 requires a company to make an accounting policy election to account for forfeitures of share-based payments by either estimating the number of awards expected to vest or recognizing forfeitures when they occur. In accordance with ASU 2016-09, the Company has made an accounting policy election to estimate forfeitures and recognize compensation expense based on the number of awards expected to vest.

Stock Options

The Company granted 177,600 options, with a weighted-average grant date fair market value of $7.77, during the six months ended June 30, 2017. There were no options granted during the six months ended June 30, 2016. The fair market value of each stock option award was estimated using the Black-Scholes-Merton option pricing model and the Company used the following methods to determine its underlying assumptions:

•

Expected volatility was estimated based on a weighted-average of historical volatilities for certain of the Company’s competitors

•

The risk-free interest rate was based on the U.S Treasury yield curve in effect on the date of grant

•

The expected term of options granted was based on the simplified method of using the mid-point between the vesting term and the original contractual term

•

The expected dividend yield was based on the Company’s current dividend rate

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

The weighted-average assumptions used to determine the weighted-average fair market value of the stock options granted during the six months ended June 30, 2017 were as follows:

	2017
Expected volatility		30.71	%
Risk-free interest rate		2.17	%
Expected life (years)	6.25
Expected dividend yield		0.00	%

Stock option awards outstanding as of December 31, 2016 and June 30, 2017, and changes during the six months ended June 30, 2017, were as follows:

						Weighted
						Average
				Weighted		Remaining		Aggregate
	Shares Under			Average		Contractual		Intrinsic
	Option			Exercise		Term		Value
	(thousands)			Price		(years)		(millions)
Outstanding at December 31, 2016		299		$	21.48		3.5	$	1.4
Granted		178			22.37		9.7
Exercised		(1	)		22.30
Outstanding at June 30, 2017		476			21.81		5.5		1.5
Vested and expected to vest at June 30, 2017		465			21.80		5.4		1.5
Exercisable at June 30, 2017		206		$	16.33		3.0		1.4

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on June 30, 2017 and December 31, 2016, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on June 30, 2017 and December 31, 2016. This amount will change in future periods based on the fair market value of the Company’s stock and the number of options outstanding. Total intrinsic value of options exercised for the three and six months ended June 30, 2017 and 2016 was de minimis. Excess tax benefits on stock option exercises, shown as operating cash inflows in the unaudited condensed consolidated and combined cash flows were de minimis for the three and six months ended June 30, 2017. There were no excess tax benefits on stock option exercises for the three and six months ended June 30, 2016.

Compensation expense related to stock options was $0.1 million for both the three and six months ended June 30, 2017 and was de minimis for both the three and six months ended June 30, 2016. As of June 30, 2017, $1.3 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 3.7 years.

Restricted Stock Units

Nonvested restricted stock unit awards as of December 31, 2016 and June 30, 2017, and changes during the six months ended June 30, 2017, were as follows:

				Weighted
	Shares			Average Grant
	(Thousands)			Date Fair Value
Nonvested at December 31, 2016		436		$	25.28
Granted		276			22.41
Vested		(92	)
Forfeited		(5	)		22.35
Nonvested at June 30, 2017		615		$	23.48

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Compensation expense related to RSUs was $1.7 million and $0.5 million for the three months ended June 30, 2017 and 2016, respectively, and $2.3 million and $0.8 million for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, there was $7.3 million of unrecognized share-based compensation expense related to 0.6 million restricted stock unit awards, with a weighted-average grant date fair value of $23.48, that are expected to vest over a weighted-average period of 2.3 years. The fair value of these awards was determined based on the Company’s stock price on the grant date, as the Company currently does not anticipate paying any cash dividends in the foreseeable future.

Restricted Stock

Nonvested restricted stock unit awards as of December 31, 2016 and June 30, 2017, and changes during the six months ended June 30, 2017, were as follows:

			Weighted
	Shares		Average Grant
	(Thousands)		Date Fair Value
Nonvested at December 31, 2016		156	$	24.75
Granted		129		22.35
Nonvested at June 30, 2017		285	$	23.66

During the six months ended June 30, 2017, the Company granted 129,400 shares of restricted stock to certain executives, payable upon the achievement of certain performance metrics. The fair value of these awards was determined based on the Company’s stock price on the grant date. The performance period for the restricted stock awarded is January 1, 2017 through December 31, 2019. The total potential payout for awards granted during the six months ended June 30, 2017 range from zero to 129,400 shares, should certain performance targets be achieved. The maximum potential payout of 156,169 shares was achieved as of June 30, 2017 for the restricted stock awards granted during the year ended December 31, 2016.

Compensation expense for the restricted stock awards is currently being recognized based on 100% attainment of the targeted performance metrics for the restricted stock awards granted in 2017 and is being recognized based on 100% actual achievement of the performance metrics for the restricted stock awards granted in 2016. Compensation expense for restricted stock awards was $0.5 million and $1.0 million for the three and six months ended June 30, 2017, respectively. As of June 30, 2017, there was $4.5 million of unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted average period of 2.4 years.

Performance Share Units

During the six months ended June 30, 2017, 37,100 performance share units were granted to certain executive officers and senior management, payable upon the achievement of certain established performance targets. The performance period for the shares awarded is January 1, 2017 through December 31, 2019. Distributions under these awards are payable at the end of the performance period in common stock or cash, at the Company’s discretion. The total potential payout for awards granted during the six months ended June 30, 2017 range from zero to 55,650 shares, should certain performance targets be achieved. The fair value of these awards was determined based on the Company’s stock price on the grant date.

Compensation expense for the PSUs granted in 2017 is currently being recognized based on 100% attainment of the targeted performance metrics or 37,100 shares. Compensation expense related to PSUs was $0.1 million for both the three and six months ended June 30, 2017, and $0.2 million for both the three and six months ended June 30, 2016. As of June 30, 2017, there was $0.7 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted average period of 2.5 years.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Note 8. Equity

The Company’s equity as of December 31, 2016 and June 30, 2017, and changes during the six months ended June 30, 2017, were as follows:



	Total
	Equity
Balance at December 31, 2016	$	111.1
Net earnings		28.1
Other comprehensive income		3.1
Separation-related adjustments		3.0
Share-based compensation		3.5
Issuance of common stock		18.8
Issuance of share-based awards, net of withholdings and other		(1.0	)
Balance at June 30, 2017	$	166.6

Separation-related adjustments primarily relate to the settlement of balances due to or from RRD for activity prior to the Separation.

On June 21, 2017, the Company issued stock in conjunction with the underwritten public offering of the sale of the Company’s shares retained by RRD. The underwriters exercised their option to purchase approximately 0.9 million Option Shares. The Company received approximately $18.8 million in net proceeds from the sale of the Option Shares, after deducting estimated underwriting discounts and commissions. Refer to Note 1, Overview and Basis of Presentation, for further details.

The Company’s equity as of December 31, 2015 and June 30, 2016, and changes during the six months ended June 30, 2016, were as follows:

			Accumulated
	Net Parent		Other
	Company		Comprehensive			Total
	Investment		Loss			Equity
Balance at December 31, 2015	$	639.5	$	(16.0	)	$	623.5
Net earnings		49.7		—			49.7
Transfers from parent company, net		71.1		—			71.1
Other comprehensive income		—		3.8			3.8
Balance at June 30, 2016	$	760.3	$	(12.2	)	$	748.1

Note 9. Earnings per Share

Basic earnings per share is calculated by dividing net earnings by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including restricted stock units and restricted stock.

On October 1, 2016, RRD distributed approximately 26.2 million shares of Donnelley Financial common stock to RRD shareholders in connection with the spin-off of Donnelley Financial, with RRD retaining approximately 6.2 million shares of Donnelley Financial common stock. Holders of RRD common stock received one share of Donnelley Financial for every eight shares of RRD common stock held on September 23, 2016. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of Donnelley Financial shares outstanding immediately following this transaction. For periods prior to the Separation, basic and diluted earnings per share were calculated using the number of shares distributed and retained by RRD, totaling 32.4 million. The same number of shares was used to calculate basic and diluted earnings per share since there were no Donnelley Financial equity awards outstanding prior to the spin-off.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

As discussed in Note 7, Share-based Compensation, the Company adopted ASU 2016-09 during the first quarter of 2017. As a result of the change in the recognition of excess tax benefits and tax deficiencies, excess tax benefits and tax deficiencies are now excluded from the calculation of assumed proceeds when using the treasury stock method in calculating diluted earnings per share.

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive share-based awards for the three and six months ended June 30, 2017 and 2016 were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Net earnings per share:
Basic	$	0.57	$	1.12	$	0.86	$	1.53
Diluted	$	0.57	$	1.12	$	0.86	$	1.53
Numerator:
Net earnings	$	18.8	$	36.3	$	28.1	$	49.7
Denominator:
Weighted average number of common shares outstanding		32.7		32.4		32.6		32.4
Dilutive awards		0.2		—		0.2		—
Diluted weighted average number of common shares outstanding		32.9		32.4		32.8		32.4
Weighted average number of anti-dilutive share-based awards:
Restricted stock units		—		—		0.1		—
Stock options		0.4		—		0.3		—
Total		0.4		—		0.4		—

Note 10. Comprehensive Income

The components of other comprehensive income and income tax expense allocated to each component for the three and six months ended June 30, 2017 and 2016 were as follows:

	Three Months Ended						Six Months Ended
	June 30, 2017						June 30, 2017
	Before Tax		Income Tax		Net of Tax		Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount		Amount		Expense		Amount
Translation adjustments	$	2.3	$	—	$	2.3	$	2.4	$	—	$	2.4
Adjustment for net periodic pension plan and other postretirement benefits plan cost		0.5		0.2		0.3		1.0		0.3		0.7
Other comprehensive income	$	2.8	$	0.2	$	2.6	$	3.4	$	0.3	$	3.1

	Three Months Ended						Six Months Ended
	June 30, 2016						June 30, 2016
	Before Tax		Income Tax		Net of Tax		Before Tax			Income Tax		Net of Tax
	Amount		Expense		Amount		Amount			Expense		Amount
Translation adjustments	$	1.0	$	—	$	1.0	$	4.0		$	—	$	4.0
Adjustment for net periodic pension plan and other postretirement benefits plan cost		—		—		—		(0.2	)		—		(0.2	)
Other comprehensive income	$	1.0	$	—	$	1.0	$	3.8		$	—	$	3.8

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Accumulated other comprehensive loss by component as of December 31, 2016 and June 30, 2017 were as follows:

	Pension and Other Postretirement Benefits Plan Cost			Translation Adjustments			Total
Balance at December 31, 2016	$	(52.2	)	$	(16.1	)	$	(68.3	)
Other comprehensive income before reclassifications		—			2.4			2.4
Amounts reclassified from accumulated other comprehensive loss		0.7			—			0.7
Net change in accumulated other comprehensive loss		0.7			2.4			3.1
Balance at June 30, 2017	$	(51.5	)	$	(13.7	)	$	(65.2	)

Accumulated other comprehensive loss by component as of December 31, 2015 and June 30, 2016 as follows:

	Pension and Other Postretirement Benefits Plan Cost			Translation Adjustments			Total
Balance at December 31, 2015	$	—		$	(16.0	)	$	(16.0	)
Other comprehensive income before reclassifications		—			4.0			4.0
Amounts reclassified from accumulated other comprehensive loss		(0.2	)		—			(0.2	)
Net change in accumulated other comprehensive loss		(0.2	)		4.0			3.8
Balance at June 30, 2016	$	(0.2	)	$	(12.0	)	$	(12.2	)

Reclassifications from accumulated other comprehensive loss for the three and six months ended June 30, 2017 and 2016 were as follows:

	Three Months Ended				Six Months Ended					Classification in the Condensed
	June 30,				June 30,					Consolidated and Combined
	2017		2016		2017		2016			Statements of Operations
Amortization of pension and other postretirement benefits plan cost:
Net actuarial income (loss)	$	0.5	$	—	$	1.0	$	(0.2	)	_(a)
Settlements		—		—		—		—		_(a)
Reclassifications before tax		0.5		—		1.0		(0.2	)
Income tax expense		0.2		—		0.3		—
Reclassifications, net of tax	$	0.3	$	—	$	0.7	$	(0.2	)

(a)

These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plan (income) expense, a component of which was allocated to Donnelley Financial in periods prior to the Separation, and recognized in cost of sales and selling, general and administrative expenses in the unaudited condensed consolidated and combined statements of operations (see Note 6, Retirement Plans).

Note 11. Segment Information

The Company’s segments are summarized below:

United States

The U.S. segment serves capital market and investment market clients in the U.S. by delivering products and services to help create, manage, and deliver, accurate and timely financial communications to investors and regulators. The Company also provides virtual data rooms to facilitate the deal management requirements of capital markets and mergers and acquisitions transactions, and provides data and analytics services that help professionals uncover intelligence from disclosures contained within public filings made with the SEC. The U.S. segment also includes language solutions capabilities, through which the Company can translate documents and create content in up to 140 different languages for its clients, and commercial print.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

International

The International segment includes the Company’s operations in Asia, Europe, Canada and Latin America. The international business is primarily focused on working with international capital markets clients on capital markets offerings and regulatory compliance related activities into or within the United States. In addition, the international segment provides language translation services and shareholder communication services to investment market clients.

Corporate

Corporate consists of unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, communications and certain facility costs. In addition, certain costs and earnings of employee benefit plans, such as pension and other postretirement benefit plan expense (income) and allocated costs for share-based compensation, are included in Corporate and not allocated to the operating segments.

Information by Segment

The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision-maker and is most consistent with the presentation of profitability reported within the consolidated and combined financial statements.

								Income (Loss)			Depreciation
	Total		Intersegment			Net		from			and		Capital
	Sales		Sales			Sales		Operations			Amortization		Expenditures
Three Months Ended June 30, 2017
U.S.	$	244.0	$	(2.3	)	$	241.7	$	48.1		$	9.5	$	6.5
International		50.4		(1.9	)		48.5		5.9			1.4		0.3
Total operating segments		294.4		(4.2	)		290.2		54.0			10.9		6.8
Corporate		—		—			—		(11.1	)		—		0.9
Total operations	$	294.4	$	(4.2	)	$	290.2	$	42.9		$	10.9	$	7.7

								Income (Loss)			Depreciation
	Total		Intersegment			Net		from			and		Capital
	Sales		Sales			Sales		Operations			Amortization		Expenditures
Three Months Ended June 30, 2016
U.S.	$	263.2	$	(1.2	)	$	262.0	$	59.3		$	9.4	$	2.9
International		38.0		(2.0	)		36.0		3.1			1.0		0.9
Total operating segments		301.2		(3.2	)		298.0		62.4			10.4		3.8
Corporate		—		—			—		(3.4	)		0.4		—
Total operations	$	301.2	$	(3.2	)	$	298.0	$	59.0		$	10.8	$	3.8

								Income (Loss)					Depreciation
	Total		Intersegment			Net		from			Assets of		and		Capital
	Sales		Sales			Sales		Operations			Operations		Amortization		Expenditures
Six Months Ended June 30, 2017
U.S.	$	476.9	$	(4.8	)	$	472.1	$	85.1		$	750.1	$	18.3	$	10.4
International		87.7		(2.3	)		85.4		6.1			104.1		2.8		0.7
Total operating segments		564.6		(7.1	)		557.5		91.2			854.2		21.1		11.1
Corporate		—		—			—		(21.1	)		114.2		—		0.9
Total operations	$	564.6	$	(7.1	)	$	557.5	$	70.1		$	968.4	$	21.1	$	12.0

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)


								Income (Loss)					Depreciation
	Total		Intersegment			Net		from			Assets of		and		Capital
	Sales		Sales			Sales		Operations			Operations		Amortization		Expenditures
Six Months Ended June 30, 2016
U.S.	$	472.8	$	(2.7	)	$	470.1	$	81.3		$	742.7	$	17.7	$	8.9
International		70.7		(2.7	)		68.0		6.1			115.0		2.1		1.2
Total operating segments		543.5		(5.4	)		538.1		87.4			857.7		19.8		10.1
Corporate		—		—			—		(5.9	)		77.9		0.5		2.2
Total operations	$	543.5	$	(5.4	)	$	538.1	$	81.5		$	935.6	$	20.3	$	12.3

Note 12. Debt

On September 30, 2016, in connection with the Separation, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for (i) a new senior secured term loan B facility in an aggregate principal amount of $350.0 million (the “Term Loan Credit Facility”) and (ii) a new first lien senior secured revolving credit facility in an aggregate principal amount of $300.0 million (the “Revolving Facility,” and, together with the Term Loan Credit Facility, the “Credit Facilities”). The Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and a maximum Leverage Ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of up to $15.0 million in the aggregate. As of June 30, 2017, there were $6.0 million of outstanding borrowings under the Revolving Facility.

Borrowings under the Term Loan Credit Facility were used to provide $340.2 million of cash to RRD, pursuant to the Separation Agreement, as of September 30, 2016. The remainder of the net proceeds was used for general corporate purposes.

On June 21, 2017, RRD completed the sale of approximately 6.1 million shares of the Company’s common stock in an underwritten public offering. RRD retained approximately 0.1 million shares of the Company’s common stock upon consummation of the offering. It is expected that RRD will dispose of the retained shares during the third quarter of 2017. In conjunction with the underwritten public offering, the underwriters exercised their option to purchase approximately 0.9 million Option Shares. The Company received approximately $18.8 million in net proceeds from the sale of the Option Shares, after deducting estimated underwriting discounts and commissions. The proceeds were used to reduce outstanding debt under the Revolving Facility.

On September 30, 2016, also in connection with the Separation, the Company issued $300.0 million of 8.25% senior unsecured notes due October 15, 2024 (the “Notes”). Interest on the Notes is payable semi-annually on April 15 and October 15, commencing on April 15, 2017. The issuance of the Notes was part of a debt exchange that resulted in the settlement of certain of RRD's bonds. The Notes were issued pursuant to an indenture where certain wholly-owned domestic subsidiaries of the Company guarantee the Notes (the “Guarantors”). The Notes are jointly and severally guaranteed, on an unsecured basis, by the Guarantors, which are comprised of each of the Company’s existing and future direct and indirect wholly-owned U.S. subsidiaries that guarantee the Company’s obligations under the Credit Facilities. The Notes are not guaranteed by the Company’s foreign subsidiaries or unrestricted subsidiaries. The Notes and the related guarantees will be the Company and the Guarantors’, respective, senior unsecured obligations and will rank equally in right of payment to all present and future senior debt, including the obligations under the Company’s Credit Facilities, senior in right of payment to all present and future subordinated debt, and effectively subordinated in right of payment to any of the Company and the Guarantors’ secured debt, to the extent of the value of the assets securing such debt. The indenture governing the Notes contains certain covenants applicable to the Company and its restricted subsidiaries, including limitations on: (1) liens; (2) indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries. Each of these covenants is subject to important exceptions and qualifications.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

In connection with the offering of the Notes, the Company entered into a registration rights agreement, dated as of September 30, 2016 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC with respect to an offer to exchange the Notes for registered notes. In certain circumstances, the Company may be required to file a shelf registration statement with the SEC registering the resale of the Notes by the holders thereof, in lieu of an exchange offer to such holders. On March 10, 2017, the Company filed a Registration Statement on Form S-4 (as amended, the “Exchange Offer Registration Statement”) to offer to exchange the Notes for registered notes which have terms identical in all material respects to the Notes except that the registered notes are not subject to transfer restrictions or registration rights. The Exchange Offer Registration Statement was declared effective by the SEC on March 22, 2017. An exchange offer for the Notes was launched on March 22, 2017 and settled on April 25, 2017, resulting in the exchange of $299.9 million aggregate principal amount of outstanding Notes for registered notes.

The Company’s debt as of June 30, 2017 and December 31, 2016 consisted of the following:

	June 30,			December 31,
	2017			2016
Term Loan Credit Facility	$	230.4		$	298.3
8.25% senior notes due October 15, 2024		300.0			300.0
Borrowings under the Revolving Facility		6.0			—
Unamortized debt issuance costs		(10.5	)		(11.3	)
Total debt		525.9			587.0
Less: current portion		(1.0	)		—
Long-term debt	$	524.9		$	587.0

The fair value of the senior notes, which was determined using the market approach based upon interest rates available to the Company for borrowings with similar terms and maturities, were determined to be Level 2 under the fair value hierarchy. The fair value of the Company’s debt was greater than its book value by approximately $18.7 million and $7.1 million at June 30, 2017 and December 31, 2016, respectively.

The weighted average interest rate on borrowings under the Revolving Facility was 4.2% at June 30, 2017.

Note 13. Commitments and Contingencies

Litigation

From time to time, the Company’s customers and others file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company from these parties could be considered preference items and subject to return. In addition, the Company may be party to certain litigation arising in the ordinary course of business. Management believes that the final resolution of these preference items and litigation will not have a material effect on the Company’s combined results of operations, financial position or cash flows.

Note 14. Related Parties

Transition Services Agreements

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Commercial Arrangements

The Company entered into a number of commercial and other arrangements with RRD and its subsidiaries. These include, among other things, arrangements for the provision of services, including global outsourcing and logistics services, printing and binding, digital printing, composition and access to technology. The Company also entered into a number of commercial and other arrangements with LSC and its subsidiaries, pursuant to which LSC will print and bind products for the Company. The terms of the arrangements with RRD and LSC do not exceed 24 months. Subsequent to the Separation, RRD and LSC are clients of the Company and expect to utilize financial communication software and services that the Company provides to all of its clients.

Stockholder and Registration Rights Agreement

The Company and RRD entered into a Stockholder and Registration Rights Agreement with respect to the Company’s common stock retained by RRD pursuant to which the Company agrees that, upon the request of RRD, the Company will use its reasonable best efforts to effect the registration under applicable federal and state securities laws of the shares of the Company’s common stock retained by RRD after the Separation. In addition, RRD granted the Company a proxy to vote the shares of the Company’s common stock that RRD retained immediately after the Separation in proportion to the votes cast by the Company’s other stockholders. This proxy, however, will be automatically revoked as to a particular share upon any sale or transfer of such share from RRD to a person other than RRD, and neither the voting agreement nor the proxy will limit or prohibit any such sale or transfer.

Sublease Agreement

In connection with the Separation, the Company assumed an operating lease through 2024 for the Company’s headquarters. There is a related non-cancelable sublease rental to RRD for the same period. The Company remains secondarily liable under this lease in the event that the sub-lessee defaults under the sublease terms. The Company does not believe that material payments will be required as a result of the secondary liability provisions of the primary lease agreement.

Related Party Receivables/Payables

Pursuant to the Separation and Distribution Agreement, the Company received a cash payment of $68.0 million from RRD on April 3, 2017. The proceeds were used to reduce outstanding debt under the Term Loan Credit Facility. The Company has other amounts due to or from RRD in the normal course of business. The Company had $14.8 million and $96.0 million of receivables from RRD included in the unaudited condensed consolidated balance sheets at June 30, 2017 and December 31, 2016, respectively. The Company had $17.1 million and $27.1 million of payables to RRD included in the unaudited condensed consolidated balance sheets at June 30, 2017 and December 31, 2016, respectively.

On March 28, 2017, RRD completed the sale of 6.2 million shares of LSC common stock (RRD’s remaining ownership stake in LSC) in an underwritten public offering. As a result, for the quarter ended June 30, 2017, LSC is no longer an affiliate of the Company.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Allocations from RRD

Prior to the Separation RRD provided Donnelley Financial with certain services, which include, but are not limited to information technology, finance, legal, human resources, internal audit, treasury, tax, investor relations and executive oversight. The financial information in these consolidated and combined financial statements does not necessarily include all the expenses that would have been incurred had Donnelley Financial been a separate, standalone entity for all periods presented. Prior to the Separation RRD charged Donnelley Financial for these services based on direct usage when possible. When specific identification was not practicable, the pro rata basis of revenue or employee headcount, or some other measure was used. These allocations were reflected as follows in the unaudited condensed consolidated and combined financial statements:

	Three Months Ended		Six Months Ended
	June 30, 2016		June 30, 2016
Costs of goods sold allocation	$	9.4	$	19.7
Selling, general and administrative allocation		51.8		91.1
Depreciation and amortization		5.1		9.9
Total allocations from RRD	$	66.3	$	120.7

The Company considers the expense methodology and results to be reasonable for all periods presented. However, these allocations may not be indicative of the actual expenses that the Company would have incurred as an independent public company or the costs it may incur in the future.

Related Party Revenues

Donnelley Financial generates a portion of net revenue from sales to RRD’s subsidiaries. Net revenues from sales to RRD and affiliates of $4.3 million and $1.1 million for the three months ended June 30, 2017 and 2016, respectively, and $8.3 million and $2.5 million for the six months ended June 30, 2017 and 2016, respectively, were included in the unaudited condensed consolidated and combined statement of operations.

Related Party Purchases

Donnelley Financial utilizes RRD for freight and logistics and services as well as certain production of printed products. Cost of sales of $13.5 million and $16.7 million for the three months ended June 30, 2017 and 2016, respectively, and $32.3 million and $37.1 million for the six months ended June 30, 2017 and 2016, respectively, were included in the unaudited condensed consolidated and combined statements of operations for these purchases.

Donnelley Financial also utilizes RRD’s business process outsourcing business for certain composition, XBRL and other functions. Cost of sales of $9.6 million and $9.5 million for the three months ended June 30, 2017 and 2016, respectively, and $19.5 million and $20.7 million for the six months ended June 30, 2017 and 2016, respectively, were included in the unaudited condensed consolidated and combined statements of operations for these purchases.

For periods prior to the Separation, intercompany payables with RRD and affiliates for these purchases are reflected within net parent company investment in the unaudited condensed consolidated and combined financial statements.

Share-Based Compensation Prior to Separation

Prior to the Separation, certain Donnelley Financial employees participated in RRD’s share-based compensation plans, the costs of which have been allocated to Donnelley Financial and recorded in selling, general and administrative expenses in the unaudited condensed consolidated and combined statements of operations. Share-based compensation costs allocated to the Company were $0.7 million and $1.0 million for the three and six months ended June 30, 2016, respectively.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Retirement Plans Prior to Separation

Prior to the Separation, Donnelley Financial employees participated in pension and other postretirement plans sponsored by RRD. These costs are reflected in the Company’s cost of sales and selling, general and administrative expenses in the unaudited condensed consolidated and combined statements of operations. These costs were funded through intercompany transactions with RRD which are reflected within the net parent company investment.

On October 1, 2016, Donnelley Financial recorded net pension plan liabilities of $68.3 million (consisting of a total benefit plan liability of $317.0 million, net of plan assets having fair market value of $248.7 million), as a result of the transfer of certain pension plan liabilities and assets from RRD to the Company upon the legal split of those plans. The pension plan asset allocation from RRD was finalized on June 30, 2017, which resulted in a $0.7 million decrease to the fair value of plan assets transferred to the Company from RRD. Refer to Note 6, Retirement Plans, for further details regarding the Company’s pension and other postretirement benefit plans.

Centralized Cash Management Prior to Separation

RRD used a centralized approach to cash management and financing of operations. Prior to the Separation, the majority of the Company’s foreign subsidiaries were party to RRD’s international cash pooling arrangements to maximize the availability of cash for general operating and investing purposes. As part of RRD’s centralized cash management process, cash balances were swept regularly from the Company’s accounts. Cash transfers to and from RRD’s cash concentration accounts and the resulting balances at the end of each reporting period prior to the Separation are reflected in net parent company investment in the consolidated balance sheets.

Debt

RRD’s third party debt and related interest expense have not been allocated to the Company for any of the periods presented as the Company was not the legal obligor of the debt and the borrowings were not directly related to the Company’s business.

Note 15. New Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which requires an employer to report the service cost component of net periodic benefit cost in the same line item(s) as other employee compensation costs arising from services rendered during the period. The other components of net periodic benefit cost will be presented in the income statement separately from the line item(s) that includes the service cost and outside of any subtotal of operating income. ASU 2017-07 must be applied retrospectively and is effective in the first quarter of 2018. Early adoption is permitted; however the Company plans to adopt the standard in the first quarter of 2018. Refer to Note 6, Retirement Plans, for disclosure of pension income for the six months ended June 30, 2017 and 2016 which would be reclassified to other income upon adoption of the standard.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which simplifies the accounting for goodwill impairment. ASU 2017-04 requires entities to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (Step 1 under the current impairment test). The standard eliminates Step 2 from the current goodwill impairment test, which included determining the implied fair value of goodwill and comparing it with the carrying amount of that goodwill. ASU 2017-04 must be applied prospectively and is effective in the first quarter of 2020. Early adoption is permitted. The Company early adopted the standard in the first quarter of 2017.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting. For lessors, ASU 2016-02 also modifies the classification criteria and the accounting for sales-type and direct financing leases. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements and is effective in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted; however the Company plans to adopt the standard in the first quarter of 2019. The Company is evaluating the impact of ASU 2016-02.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue using a five-step process that supersedes virtually all existing revenue guidance. ASU 2014-09 also requires additional quantitative and qualitative disclosures. In August 2015, the FASB issued Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09 to January 1, 2018. Early adoption of ASU 2014-09 is permitted in the first quarter of 2017. However, the Company plans to adopt the standard in the first quarter of 2018. The standard allows the option of either a full retrospective adoption, meaning the standard is applied to all periods presented, or a modified retrospective adoption, meaning the standard is applied only to the most current period. The Company is evaluating the impact of the provisions of ASU 2014-09 and currently anticipates applying the modified retrospective approach when adopting the standard.

The following standards were effective for and adopted by the Company in 2017. The adoption of these standards did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows:

•

Accounting Standards Update No. 2016-17 “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”

•

Accounting Standards Update No. 2016-09 “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”

•

Accounting Standards Update No. 2016-07 Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting”

•

Accounting Standards Update No. 2016-06 “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments”

•

Accounting Standards Update No. 2016-05 “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships”

•

Accounting Standards Update No. 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory”

Note 16. Guarantor Financial Information

As described in Note 12, Debt, on September 30, 2016, the Company issued the Notes. The Guarantors of the Notes, Donnelley Financial, LLC and DFS International Holding, Inc., entered into an agreement pursuant to which each agreed to guarantee the Company’s obligations under the Notes. All guarantees are full and unconditional and joint and several. The Guarantors are 100% directly owned subsidiaries of the Company.

The guarantee of the Notes by a subsidiary guarantor will be automatically released under certain situations, including upon the sale or disposition of such subsidiary guarantor to a person that is not Donnelley Financial or a subsidiary guarantor of the notes, the liquidation or dissolution of such subsidiary guarantor, and if such subsidiary guarantor is released from its guarantee obligations under the Company’s Credit Facilities.

The following tables set forth condensed consolidating statements of income for the three and six months ended June 30, 2017 and 2016, condensed consolidating statements of financial position as of June 30, 2017 and December 31, 2016, and condensed consolidating statements of cash flows for the six months ended June 30, 2017 and 2016. The principal consolidating adjustments are to eliminate the investment in subsidiaries and intercompany balances and transactions. For purposes of the tables below, the Company is referred to as “Parent” and the Guarantors are referred to as “Guarantor Subsidiaries.”

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Condensed Consolidating Statements of Operations

For the Three Months Ended June 30, 2017

	Parent			Guarantor Subsidiaries			Non- guarantor Subsidiaries		Eliminations			Consolidated
Services net sales	$	—		$	145.8		$	34.1	$	(2.8	)	$	177.1
Products net sales		—			98.2			16.3		(1.4	)		113.1
Total net sales		—			244.0			50.4		(4.2	)		290.2
Services cost of sales (exclusive of depreciation and amortization)		—			62.0			21.3		(2.5	)		80.8
Services cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		—			9.0			0.5		0.1			9.6
Products cost of sales (exclusive of depreciation and amortization)		—			61.6			9.0		(1.8	)		68.8
Products cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		—			11.4			2.1		—			13.5
Total cost of sales		—			144.0			32.9		(4.2	)		172.7
Selling, general and administrative expenses (exclusive of depreciation and amortization)		—			50.8			9.7		—			60.5
Restructuring, impairment and other charges-net		—			2.7			0.5		—			3.2
Depreciation and amortization		—			9.5			1.4		—			10.9
Income from operations		—			37.0			5.9		—			42.9
Interest expense (income)-net		11.2			(0.2	)		—		—			11.0
Earnings (loss) before income taxes and equity in net income of subsidiaries		(11.2	)		37.2			5.9		—			31.9
Income tax (benefit) expense		(4.6	)		15.2			2.5		—			13.1
Earnings (loss) before equity in net income of subsidiaries		(6.6	)		22.0			3.4		—			18.8
Equity in net income of subsidiaries		25.4			3.4			—		(28.8	)		—
Net earnings (loss)	$	18.8		$	25.4		$	3.4	$	(28.8	)	$	18.8
Comprehensive income (loss)	$	21.4		$	28.0		$	5.7	$	(33.7	)		21.4

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Condensed Consolidating Statements of Operations

For the Six Months Ended June 30, 2017

	Parent			Guarantor Subsidiaries			Non- guarantor Subsidiaries		Eliminations			Consolidated
Services net sales	$	—		$	274.4		$	61.1	$	(4.4	)	$	331.1
Products net sales		—			202.5			26.6		(2.7	)		226.4
Total net sales		—			476.9			87.7		(7.1	)		557.5
Services cost of sales (exclusive of depreciation and amortization)		—			123.3			39.2		(4.0	)		158.5
Services cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		—			18.4			1.0		0.1			19.5
Products cost of sales (exclusive of depreciation and amortization)		—			118.6			16.4		(3.2	)		131.8
Products cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		—			30.1			2.2		—			32.3
Total cost of sales		—			290.4			58.8		(7.1	)		342.1
Selling, general and administrative expenses (exclusive of depreciation and amortization)		—			98.4			18.8		—			117.2
Restructuring, impairment and other charges-net		—			5.8			1.2		—			7.0
Depreciation and amortization		—			18.3			2.8		—			21.1
Income from operations		—			64.0			6.1		—			70.1
Interest expense (income)-net		22.5			(0.4	)		—		—			22.1
Earnings (loss) before income taxes and equity in net income of subsidiaries		(22.5	)		64.4			6.1		—			48.0
Income tax (benefit) expense		(9.3	)		26.6			2.6		—			19.9
Earnings (loss) before equity in net income of subsidiaries		(13.2	)		37.8			3.5		—			28.1
Equity in net income of subsidiaries		41.3			3.5			—		(44.8	)		—
Net earnings (loss)	$	28.1		$	41.3		$	3.5	$	(44.8	)	$	28.1
Comprehensive income (loss)	$	31.2		$	44.4		$	5.9	$	(50.3	)	$	31.2

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Condensed Consolidating Statements of Operations

For the Three Months Ended June 30, 2016

	Parent		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
Services net sales	$	—	$	149.2	$	27.9	$	(2.2	)	$	174.9
Products net sales		—		114.0		10.1		(1.0	)		123.1
Total net sales		—		263.2		38.0		(3.2	)		298.0
Services cost of sales (exclusive of depreciation and amortization)		—		62.5		18.1		(2.1	)		78.5
Services cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		—		9.0		0.5		—			9.5
Products cost of sales (exclusive of depreciation and amortization)		—		57.1		6.9		(1.1	)		62.9
Products cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		—		16.7		—		—			16.7
Total cost of sales		—		145.3		25.5		(3.2	)		167.6
Selling, general and administrative expenses (exclusive of depreciation and amortization)		—		51.1		8.2		—			59.3
Restructuring, impairment and other charges-net		—		1.1		0.2		—			1.3
Depreciation and amortization		—		9.8		1.0		—			10.8
Income from operations		—		55.9		3.1		—			59.0
Interest expense-net		—		0.1		—		—			0.1
Earnings before income taxes and equity in net income of subsidiaries		—		55.8		3.1		—			58.9
Income tax expense		—		21.5		1.1		—			22.6
Earnings before equity in net income of subsidiaries		—		34.3		2.0		—			36.3
Equity in net income of subsidiaries		36.3		2.0		—		(38.3	)		—
Net earnings (loss)	$	36.3	$	36.3	$	2.0	$	(38.3	)	$	36.3
Comprehensive income (loss)	$	37.3	$	37.3	$	3.8	$	(41.1	)	$	37.3

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Condensed Consolidating Statements of Operations

For the Six Months Ended June 30, 2016

	Parent		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
Services net sales	$	—	$	266.4	$	51.8	$	(3.5	)	$	314.7
Products net sales		—		206.4		18.9		(1.9	)		223.4
Total net sales		—		472.8		70.7		(5.4	)		538.1
Services cost of sales (exclusive of depreciation and amortization)		—		120.7		33.0		(3.3	)		150.4
Services cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		—		19.6		1.1		—			20.7
Products cost of sales (exclusive of depreciation and amortization)		—		106.9		13.1		(2.1	)		117.9
Products cost of sales with R.R. Donnelley affiliates (exclusive of depreciation and amortization)		—		37.1		—		—			37.1
Total cost of sales		—		284.3		47.2		(5.4	)		326.1
Selling, general and administrative expenses (exclusive of depreciation and amortization)		—		93.2		15.1		—			108.3
Restructuring, impairment and other charges-net		—		1.7		0.2		—			1.9
Depreciation and amortization		—		18.2		2.1		—			20.3
Income from operations		—		75.4		6.1		—			81.5
Interest expense-net		—		0.4		—		—			0.4
Earnings before income taxes and equity in net income of subsidiaries		—		75.0		6.1		—			81.1
Income tax expense		—		29.1		2.3		—			31.4
Earnings before equity in net income of subsidiaries		—		45.9		3.8		—			49.7
Equity in net income of subsidiaries		49.7		3.8		—		(53.5	)		—
Net earnings (loss)	$	49.7	$	49.7	$	3.8	$	(53.5	)	$	49.7
Comprehensive income (loss)	$	53.5	$	53.5	$	7.8	$	(61.3	)	$	53.5

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Condensed Consolidating Balance Sheet

As of June 30, 2017

	Parent		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	19.7	$	5.9	$	(17.5	)	$	8.1
Receivables, less allowances		—		204.7		52.4		—			257.1
Receivables from R.R. Donnelley		—		12.0		2.8		—			14.8
Intercompany receivables		—		48.7		—		(48.7	)		—
Intercompany short-term note receivable		—		—		24.5		(24.5	)		—
Inventories		—		23.5		2.5		—			26.0
Prepaid expenses and other current assets		7.4		12.9		3.0		(9.2	)		14.1
Total current assets		7.4		321.5		91.1		(99.9	)		320.1
Property, plant and equipment-net		—		31.4		3.4		—			34.8
Goodwill		—		429.2		17.7		—			446.9
Other intangible assets-net		—		38.2		9.4		—			47.6
Software-net		—		39.3		0.4		—			39.7
Deferred income taxes	`			36.0		3.9		—			39.9
Other noncurrent assets		3.9		30.8		4.7		—			39.4
Investments in consolidated subsidiaries		756.9		79.2		—		(836.1	)		—
Total assets	$	768.2	$	1,005.6	$	130.6	$	(936.0	)	$	968.4
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	17.5	$	65.5	$	16.9	$	(17.4	)	$	82.5
Intercompany payable		33.7		—		15.0		(48.7	)		—
Intercompany short-term note payable		24.5		—		—		(24.5	)		—
Accrued liabilities		—		97.5		15.7		(9.3	)		103.9
Short-term debt		1.0		—		—		—			1.0
Total current liabilities		76.7		163.0		47.6		(99.9	)		187.4
Long-term debt		524.9		—		—		—			524.9
Deferred compensation liabilities		—		24.0		—		—			24.0
Pension and other postretirement benefits plan liabilities		—		51.8		1.2		—			53.0
Other noncurrent liabilities		—		9.9		2.6		—			12.5
Total liabilities		601.6		248.7		51.4		(99.9	)		801.8
Total equity		166.6		756.9		79.2		(836.1	)		166.6
Total liabilities and equity	$	768.2	$	1,005.6	$	130.6	$	(936.0	)	$	968.4

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Condensed Consolidating Balance Sheet

As of December 31, 2016

	Parent		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	21.8	$	16.8	$	(2.4	)	$	36.2
Receivables, less allowances		—		119.9		36.3		—			156.2
Receivables from R.R. Donnelley		68.0		28.0		—		—			96.0
Intercompany receivables		—		63.0		—		(63.0	)		—
Intercompany short-term note receivable		—		—		15.3		(15.3	)		—
Inventories		—		22.7		1.4		—			24.1
Prepaid expenses and other current assets		4.3		8.1		4.7		—			17.1
Total current assets		72.3		263.5		74.5		(80.7	)		329.6
Property, plant and equipment-net		—		32.4		3.1		—			35.5
Goodwill		—		429.2		17.2		—			446.4
Other intangible assets-net		—		44.0		10.3		—			54.3
Software-net		—		41.0		0.6		—			41.6
Deferred income taxes		—		34.2		2.8		—			37.0
Other noncurrent assets		4.4		27.7		2.4		—			34.5
Investments in consolidated subsidiaries		692.2		65.1		—		(757.3	)		—
Total assets	$	768.9	$	937.1	$	110.9	$	(838.0	)	$	978.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	3.4	$	72.8	$	11.5	$	(2.4	)	$	85.3
Intercompany payable		43.9		—		18.6		(62.5	)		—
Intercompany short-term note payable		15.3		—		—		(15.3	)		—
Accrued liabilities		8.2		81.4		11.6		(0.5	)		100.7
Total current liabilities		70.8		154.2		41.7		(80.7	)		186.0
Long-term debt		587.0		—		—		—			587.0
Deferred compensation liabilities		—		24.4		—		—			24.4
Pension and other postretirement benefits plan liabilities		—		55.3		1.1		—			56.4
Other noncurrent liabilities		—		11.0		3.0		—			14.0
Total liabilities		657.8		244.9		45.8		(80.7	)		867.8
Total equity		111.1		692.2		65.1		(757.3	)		111.1
Total liabilities and equity	$	768.9	$	937.1	$	110.9	$	(838.0	)	$	978.9

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended June 30, 2017

	Parent			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(35.5	)	$	12.4		$	(1.2	)	$	(15.1	)	$	(39.4	)
INVESTING ACTIVITIES
Capital expenditures		—			(11.3	)		(0.7	)		—			(12.0	)
Purchase of investment		—			(3.4	)		—			—			(3.4	)
Other investing activities		—			0.2			—			—			0.2
Net cash used in investing activities		—			(14.5	)		(0.7	)		—			(15.2	)
FINANCING ACTIVITIES
Revolving facility borrowings		174.0			—			—			—			174.0
Payments on revolving facility borrowings		(169.0	)		—			—			—			(169.0	)
Payments on current maturities and long-term debt		(68.0	)		—			—			—			(68.0	)
Debt issuance costs		(1.5	)		—			—			—			(1.5	)
Separation-related payment from R.R. Donnelley		68.0			—			—			—			68.0
Proceeds from the issuance of common stock		18.8			—			—			—			18.8
Net transfers related to the Separation		3.0			—			—			—			3.0
Net change in short-term debt		1.0			—			—			—			1.0
Intercompany note payable (receivable)		9.2			—			(9.2	)		—			—
Net cash provided by (used in) financing activities		35.5			—			(9.2	)		—			26.3
Effect of exchange rate on cash and cash equivalents		—			—			0.2			—			0.2
Net increase (decrease) in cash and cash equivalents		—			(2.1	)		(10.9	)		(15.1	)		(28.1	)
Cash and cash equivalents at beginning of year		—			21.8			16.8			(2.4	)		36.2
Cash and cash equivalents at end of period	$	—		$	19.7		$	5.9		$	(17.5	)	$	8.1

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated and Combined Financial Statements

(in millions, except per share data, unless otherwise indicated)

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended June 30, 2016

	Parent		Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash used in operating activities	$	—	$	(28.9	)	$	(4.7	)	$	—	$	(33.6	)
INVESTING ACTIVITIES
Capital expenditures		—		(11.1	)		(1.2	)		—		(12.3	)
Other investing activities		—		(2.0	)		0.4			—		(1.6	)
Net cash used in investing activities		—		(13.1	)		(0.8	)		—		(13.9	)
FINANCING ACTIVITIES
Net change in short-term debt		—		—			(8.8	)		—		(8.8	)
Net transfers from Parent and affiliates		—		43.8			25.7			—		69.5
Other financing activities		—		0.4			—			—		0.4
Net cash provided by financing activities		—		44.2			16.9			—		61.1
Effect of exchange rate on cash and cash equivalents		—		—			5.2			—		5.2
Net increase in cash and cash equivalents		—		2.2			16.6			—		18.8
Cash and cash equivalents at beginning of year		—		0.1			15.0			—		15.1
Cash and cash equivalents at end of period	$	—	$	2.3		$	31.6		$	—	$	33.9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Company Overview

Donnelley Financial Solutions, Inc. (“Donnelley Financial,” or the “Company”) is a financial communications services company that supports global capital markets compliance and transaction needs for its corporate clients and their advisors (such as law firms and investment bankers) and global investment management compliance and analytics needs for mutual fund companies, variable annuity providers and broker/dealers. The Company provides content management, multi-channel content distribution, data management and analytics services, collaborative workflow and business reporting tools, and translations and other language services in support of its clients’ communications requirements. The Company operates in two business segments:

•

United States. The U.S. segment is comprised of three reporting units: capital markets, investment markets, and language solutions and other. The Company services capital market and investment market clients in the U.S by delivering products and services to help create, manage and deliver financial communications to investors and regulators. The Company provides capital market and investment market clients with communication tools and services to allow them to comply with their ongoing regulatory filings. In addition, the U.S. segment provides clients with communications services to create, manage and deliver registration statements, prospectuses, proxies and other communications to regulators and investors. The U.S. segment also includes language solutions and commercial printing capabilities.

•

International. The International segment includes operations in Asia, Europe, Canada and Latin America. The international business is primarily focused on working with international capital markets clients on capital markets offerings and regulatory compliance related activities within the United States. In addition, the International segment provides services to international investment market clients to allow them to comply with applicable U.S. Securities and Exchange Commission (“SEC”) regulations, as well as language solutions to international clients.

The Company reports certain unallocated selling, general and administrative activities and associated expenses within “Corporate”, including, in part, executive, legal, finance, marketing and certain facility costs. In addition, certain costs and earnings of employee benefit plans, such as pension income and share-based compensation, are included in Corporate and are not allocated to the reportable segments. Prior to the Separation (as defined below), many of these costs were based on allocations from R.R. Donnelley & Sons Company (“RRD”); however, the Company now incurs such costs directly.

For the Company’s financial results and the presentation of certain other financial information by segment, see Note 11, Segment Information, to the Unaudited Condensed Consolidated and Combined Financial Statements.

Products and Services

The Company separately reports its net sales and related cost of sales for its products and services offerings. The Company’s services offerings consist of all non-print offerings, including document composition, compliance related EDGAR filing services, transaction solutions, data and analytics, content storage services and language solutions. The Company’s product offerings primarily consist of conventional and digital printed products and related distribution costs.

Spin-off Transaction

On October 1, 2016, Donnelley Financial became an independent publicly traded company through the distribution by RRD of approximately 26.2 million shares, or 80.75%, of Donnelley Financial common stock to RRD shareholders (the “Separation”). Holders of RRD common stock received one share of Donnelley Financial common stock for every eight shares of RRD common stock held on September 23, 2016. RRD retained approximately 6.2 million shares of Donnelley Financial common stock, or a 19.25% interest (as of the Separation date) in Donnelley Financial, as part of the Separation.

Donnelley Financial’s common stock began regular-way trading under the ticker symbol “DFIN” on the New York Stock Exchange on October 3, 2016. On October 1, 2016, RRD also completed the previously announced separation of LSC Communications, Inc. (“LSC”), its publishing and retail-centric print services and office products business. On March 28, 2017, RRD completed the sale of 6.2 million shares of LSC common stock (RRD’s remaining ownership stake in LSC) in an underwritten public offering. As a result, for the quarter ended June 30, 2017, LSC is no longer an affiliate of the Company.

On March 24, 2017, pursuant to the Stockholder and Registration Rights Agreement, the Company filed a Registration Statement on Form S-1 to register the offering and sale of the Company’s common stock retained by RRD. The Registration Statement on Form S-1, as amended, was declared effective by the SEC on June 13, 2017. On June 21, 2017, RRD completed the sale of approximately 6.1 million shares of the Company’s common stock in an underwritten public offering. RRD retained approximately 0.1 million shares of the Company’s common stock upon consummation of the offering. It is expected that RRD will dispose of the retained shares during the third quarter of 2017. In conjunction with the underwritten public offering, the underwriters exercised their option to purchase approximately 0.9 million of the Company’s shares (the “Option Shares”). The Company received approximately $18.8 million in net proceeds from the sale of the Option Shares, after deducting estimated underwriting discounts and commissions. The proceeds were used to reduce outstanding debt under the Revolving Facility (as defined below).

Executive Overview

Second Quarter Overview

Net sales decreased by $7.8 million, or 2.6%, for the second quarter of 2017 compared to the same period in the prior year. There was a $2.4 million, or 0.8%, decrease due to changes in foreign exchange rates. Net sales decreased primarily due to lower volumes in capital markets transactions, partially offset by higher volumes in mutual fund print and print-related services and capital markets compliance.

Non-GAAP Measures

The Company believes that certain Non-GAAP measures, such as Non-GAAP adjusted EBITDA, provide useful information about the Company’s operating results and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. Non-GAAP adjusted EBITDA allows investors to make a more meaningful comparison between the Company’s core business operating results over different periods of time. The Company believes that Non-GAAP adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provides useful information about the Company’s business without regard to potential distortions. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization methods, historic cost and age of assets, financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges and gain or loss on certain equity investments and asset sales, the Company believes that Non-GAAP adjusted EBITDA can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.

Non-GAAP adjusted EBITDA is not presented in accordance with GAAP and has important limitations as an analytical tool. These measures should not be considered as a substitute for analysis of the Company’s results as reported under GAAP. In addition, these measures are defined differently by different companies in our industry and, accordingly, such measures may not be comparable to similarly-titled measures of other companies.

In addition to the factors listed above, the following items are excluded from Non-GAAP adjusted EBITDA:

•

Share-based compensation expense. Although share-based compensation is a key incentive offered to certain of the Company’s employees, business performance is evaluated excluding share-based compensation expenses. Depending upon the size, timing and the terms of grants, non-cash compensation expense may vary but will recur in future periods. Prior periods have been revised to reflect this adjustment.

•

Spin-off related transaction expenses. The Company has incurred expenses related to the Separation to operate as a standalone publicly traded company. These expenses include third-party consulting fees, employee retention payments, legal fees and other costs related to the Separation. Management does not believe that these expenses are reflective of ongoing operating results. This adjustment does not include expenses incurred prior to the Separation.

A reconciliation of GAAP net earnings to Non-GAAP adjusted EBITDA for the three and six months ended June 30, 2017 and 2016 for these adjustments is presented in the following table:

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
	(in millions)
Net earnings	$	18.8	$	36.3	$	28.1	$	49.7
Restructuring, impairment and other charges—net		3.2		1.3		7.0		1.9
Share-based compensation expense		2.4		0.7		3.5		1.0
Spin-off related transaction expenses		4.5		—		7.2		—
Depreciation and amortization		10.9		10.8		21.1		20.3
Interest expense—net		11.0		0.1		22.1		0.4
Income tax expense		13.1		22.6		19.9		31.4
Non-GAAP adjusted EBITDA	$	63.9	$	71.8	$	108.9	$	104.7

2017 Restructuring, impairment and other charges—net. The three months ended June 30, 2017 included $1.5 million for employee termination costs, $1.5 million of lease termination and other restructuring costs and $0.2 million of net impairment charges of long-lived assets. The six months ended June 30, 2017 included $4.8 million for employee termination costs, $1.9 million of lease termination and other restructuring costs, $0.2 million of net impairment charges of long-lived assets and $0.1 million for other charges associated with the Company’s decision to withdraw in 2013 from certain multi-employer pension plans serving facilities that continued to operate.

2016 Restructuring, impairment and other charges—net. The three months ended June 30, 2016 included $1.0 million for employee termination costs and $0.3 million of lease termination and other restructuring costs. The six months ended June 30, 2016 included $1.0 million for employee termination costs, $0.8 million of lease termination and other restructuring costs and $0.1 million for other charges associated with the Company’s decision to withdraw in 2013 from certain multi-employer pension plans serving facilities that continued to operate.

Share-based compensation expense. Included pre-tax charges of $2.4 million and $0.7 million for the three months ended June 30, 2017 and 2016, respectively, and $3.5 million and $1.0 million for the six months ended June 30, 2017 and 2016, respectively.

Spin-off related transaction expenses. Included pre-tax charges of $4.5 million and $7.2 million related to third-party consulting fees, legal fees and other costs related to the Separation for the three months and six months ended June 30, 2017, respectively.

OUTLOOK

Competition

Technological and regulatory changes, including the electronic distribution of documents and data hosting of media content, continue to impact the market for our products and services. One of the Company’s competitive strengths is that it offers a wide array of communications products, compliance services and technologies, a global platform, exceptional sales and service and regulatory domain expertise, which provide differentiated solutions for its clients.

The financial communications services industry, in general, is highly competitive and barriers to entry have decreased as a result of technology innovation. Despite some consolidation in recent years, the industry remains highly fragmented in the United States and even more so internationally with many in-country alternative providers. The Company expects competition to increase from existing competitors, as well as new and emerging market entrants. In addition, as the Company expands its product and service offerings, it may face competition from new and existing competitors. The Company competes primarily on product quality and functionality, service levels, subject matter regulatory expertise, security and compliance characteristics, price and reputation.

The impact of digital technologies has been felt in many print products, most acutely in the Company’s mutual fund, variable annuity and public company compliance business offerings. Historically, the Company has been a high-touch, service oriented business. Technology changes have provided alternatives to the Company’s clients that allow them to manage more of the financial disclosure process themselves through collaborative document management solutions. For years, the Company has invested in its own applications, ActiveDisclosure, FundSuiteArc and Venue to serve clients and increase retention and has invested to expand capabilities and address new market sectors. The future impact of technology on the business is difficult to predict and could result in additional expenditures to restructure impacted operations or develop new technologies. In addition, the Company has made targeted acquisitions and investments in its existing business to offer clients innovative services and solutions, including acquisitions of EDGAR Online and MultiCorpora and investments in Soxhub, Mediant, Peloton and eBrevia that further solidify the Company’s position as a technology service leader in the industry.

The Company’s competitors for SEC filing services for capital markets clients include full service financial communications providers, technology point solution providers focused on financial communications and general technology providers. The Company’s competitors for SEC filing services for investment markets clients include full service traditional providers, small niche technology providers and local and regional print providers that bid against the Company for printing, mailing and fulfillment services. Language solutions competes with global and local language service providers and language/globalization software vendors.

Market Volatility/Cyclicality

The Company is subject to market volatility in the United States and world economy, as the success of the transactional offering is largely dependent on the global market for IPOs, secondary offerings, mergers and acquisitions, public and private debt offerings, leveraged buyouts, spinouts and other transactions. The International segment is particularly susceptible to capital market volatility as most of the International business is capital markets transaction focused. The Company mitigates some of that risk by offering services in higher demand during a down market, like document management tools for the bankruptcy/restructuring process, and also moving upstream from the filing process with products like Venue, the Company’s data room solution. The Company also attempts to balance this volatility through supporting the quarterly/annual public company reporting process through its EDGAR filing services and ActiveDisclosure product, its investment markets regulatory and shareholder communications offering and continues to expand into adjacent growth businesses like language solutions and data and analytics, which have recurring revenues and are not as susceptible to market volatility and cycles. This quarterly/annual public company reporting process work also subjects the Company to filing seasonality shortly after the end of each fiscal quarter, with peak periods during the course of the year that have operational implications. Such operational implications include the need to increase staff during peak periods through a combined strategy of hiring additional full-time and temporary personnel, increasing the premium time of existing staff, and outsourcing production for a number of services. Additionally, clients and their financial advisors have begun to increasingly rely on web-based services which allow clients to autonomously file and distribute compliance documents with regulatory agencies, such as the SEC. While the Company believes that its ActiveDisclosure and FundSuiteArc solutions are competitive in this space, competitors are continuing to develop technologies that aim to improve clients’ ability to autonomously produce and file documents to meet their regulatory obligations. The Company continues to remain focused on driving recurring revenue in order to mitigate market volatility.

Raw Materials

The primary raw materials used in the Company’s printed products are paper and ink. The paper and ink supply is sourced from a small set of select suppliers in order to ensure consistent quality that meets the Company’s performance expectations and provides for continuity of supply. The Company believes that the risk of incurring material losses as a result of a shortage in raw materials is unlikely and that the losses, if any, would not have a materially negative impact on the Company’s business.

Distribution

The Company’s products are distributed to end-users through the U.S or foreign postal services, through retail channels, electronically or by direct shipment to customer facilities. Postal costs are a significant component of many customers’ cost structures and postal rate changes can influence the number of pieces that the Company’s customers are willing to print and mail.

Financial Review

In the financial review that follows, the Company discusses its unaudited condensed consolidated and combined results of operations, cash flows and certain other information. In periods prior to the Separation, the combined financial statements were prepared on a stand-alone basis and were derived from RRD’s consolidated financial statements and accounting records. There are limitations inherent in the preparation of all carve out financial statements due to the fact that the Company’s business was previously part of a larger organization. This discussion should be read in conjunction with the Company’s unaudited condensed consolidated and combined financial statements and the related notes.

Results of Operations for the Three Months Ended June 30, 2017 as Compared to the Three Months Ended June 30, 2016

The following table shows the results of operations for the three months ended June 30, 2017 and 2016 :

	2017		2016		$ Change			% Change
	(in millions, except percentages)
Services net sales	$	177.1	$	174.9	$	2.2			1.3	%
Products net sales		113.1		123.1		(10.0	)		(8.1	%)
Net sales		290.2		298.0		(7.8	)		(2.6	%)
Services cost of sales (exclusive of depreciation and amortization)		80.8		78.5		2.3			2.9	%
Services cost of sales with RRD affiliates (exclusive of depreciation and amortization)		9.6		9.5		0.1			1.1	%
Products cost of sales (exclusive of depreciation and amortization)		68.8		62.9		5.9			9.4	%
Products cost of sales with RRD affiliates (exclusive of depreciation and amortization)		13.5		16.7		(3.2	)		(19.2	%)
Cost of sales		172.7		167.6		5.1			3.0	%
Selling, general and administrative expenses (exclusive of depreciation and amortization)		60.5		59.3		1.2			2.0	%
Restructuring, impairment and other charges-net		3.2		1.3		1.9			146.2	%
Depreciation and amortization		10.9		10.8		0.1			0.9	%
Income from operations	$	42.9	$	59.0	$	(16.1	)		(27.3	%)

Consolidated and Combined

Net sales of services for the three months ended June 30, 2017 increased $2.2 million, or 1.3%, to $177.1 million, versus the three months ended June 30, 2016, including a $1.5 million, or 0.9%, decrease due to changes in foreign exchange rates. Net sales of services increased due to higher mutual fund print-related services, mutual fund content management and virtual data room services, partially offset by lower volumes in capital markets transactions.

Net sales of products for the three months ended June 30, 2017 decreased $10.0 million, or 8.1%, to $113.1 million versus the three months ended June 30, 2016, including a $0.9 million, or 0.7%, decrease due to changes in foreign exchange rates. Net sales of products decreased due to lower capital markets transactions volumes and mutual fund print volumes, partially offset by higher capital markets compliance volumes.

Services cost of sales increased $2.4 million, or 2.7%, for the three months ended June 30, 2017, versus the three months ended June 30, 2016. Services cost of sales increased due to higher volumes in mutual fund content management and fulfillment services, an increase in the allocation of information technology expenses from selling, general and administrative expenses to cost of sales, partially offset by cost control initiatives. As a percentage of net sales, services cost of sales increased 0.7% primarily due to unfavorable mix from lower capital markets transaction volumes.

Products cost of sales increased $2.7 million, or 3.4%, for the three months ended June 30, 2017, versus the three months ended June 30, 2016. As a percentage of net sales, products cost of sales increased 8.1%. Products cost of sales increased due to unfavorable mix of products sales, partially offset by cost control initiatives.

Selling, general and administrative expenses increased $1.2 million, or 2.0%, to $60.5 million, for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, primarily due to an increase in expenses incurred to operate as an independent public company, including employee compensation costs and spin-off related transaction expenses, partially offset by an increase in the allocation of information technology expenses from selling, general and administrative expenses to cost of sales. As a percentage of net sales, selling, general, and administrative expenses increased from 19.9% for the three months ended June 30, 2016 to 20.8% for the three months ended June 30, 2017 due to increased costs of operating as an independent public company.

For the three months ended June 30, 2017, the Company recorded net restructuring, impairment and other charges of $3.2 million, as compared to $1.3 million for the three months ended June 30, 2016. In 2017, these charges included $1.5 million of employee termination costs for 61 employees, $1.5 million of lease termination and other restructuring costs and $0.2 million of net impairment charges for long-lived assets. In 2016, these charges included $1.0 million of employee termination costs for 52 employees and $0.3 million of lease termination and other restructuring costs.

Depreciation and amortization increased $0.1 million, or 0.9%, to $10.9 million for the three months ended June 30, 2017 compared to the three months ended June 30, 2016. Depreciation and amortization included $3.5 million and $3.6 million of amortization of other intangible assets related to customer relationships, trade names and non-compete agreements for the three months ended June 30, 2017 and 2016, respectively.

Income from operations for the three months ended June 30, 2017 decreased $16.1 million, or 27.3%, to $42.9 million versus the three months ended June 30, 2016, due to lower volumes in capital markets transactions and an increase in expenses incurred to operate as an independent public company, including employee compensation costs and spin-off related transaction expenses, partially offset by cost control initiatives and higher volumes in mutual fund print-related services and content management.

	2017		2016		$ Change		% Change
	(in millions, except percentages)
Interest expense-net	$	11.0	$	0.1	$	10.9	nm

Net interest expense increased $10.9 million for the three months ended June 30, 2017 versus the same period in 2016, due to the issuance of debt in connection with the Separation.

	2017			2016			$ Change			% Change
	(in millions, except percentages)
Earnings before income taxes	$	31.9		$	58.9		$	(27.0	)		(45.8	%)
Income tax expense		13.1			22.6			(9.5	)		(42.0	%)
Effective income tax rate		41.1	%		38.4	%

The effective income tax rate was 41.1% for the three months ended June 30, 2017 compared to 38.4% for the three months ended June 30, 2016. The June 30, 2017 effective income tax rate was impacted by an unfavorable change in the mix of income within foreign jurisdictions and an increase in certain U.S. non-deductible expenses.

Information by Segment

The following tables summarize net sales, income (loss) from operations and certain items impacting comparability within each of the operating segments and Corporate.

U.S.

	Three Months Ended June 30,
	2017			2016
	(in millions, except percentages)
Net sales	$	241.7		$	262.0
Income from operations		48.1			59.3
Operating margin		19.9	%		22.6	%
Restructuring, impairment and other charges-net		2.7			1.1
Spin-off related transaction expenses		1.8			—

	Net Sales for the Three Months
	Ended June 30,
Reporting unit	2017		2016		$ Change			% Change
	(in millions, except percentages)
Capital Markets	$	136.9	$	164.3	$	(27.4	)		(16.7	%)
Investment Markets		94.2		88.5		5.7			6.4	%
Language Solutions and other		10.6		9.2		1.4			15.2	%
Total U.S.	$	241.7	$	262.0	$	(20.3	)		(7.7	%)

Net sales for the U.S. segment for the three months ended June 30, 2017 were $241.7 million, a decrease of $20.3 million, or 7.7%, compared to the three months ended June 30, 2016. Net sales decreased due to lower volumes in capital markets transactions, partially offset by higher mutual fund print-related services and capital markets compliance volumes. An analysis of net sales by reporting unit follows:

•

Capital Markets: Sales decreased due to lower transactions volumes, partially offset by higher compliance volumes.

•

Investment Markets: Sales increased due to higher mutual fund print-related services and content management volumes.

•

Language Solutions and other: Sales increased primarily due to higher volumes in commercial print.

U.S. segment income from operations decreased $11.2 million, or 18.9%, for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016, primarily due to lower volumes in capital markets transactions, spin-off related transaction expenses and higher restructuring, impairment and other charges, partially offset by cost control initiatives and an increase in mutual fund and capital markets compliance volumes.

Operating margins decreased from 22.6% for the three months ended June 30, 2016 to 19.9% for the three months ended June 30, 2017 of which 0.7 percentage points were due to an increase in restructuring, impairment and other charges. Operating margins were also impacted by unfavorable mix and spin-off related transaction expenses, partially offset by cost control initiatives.

International

	Three Months Ended June 30,
	2017			2016
	(in millions, except percentages)
Net sales	$	48.5		$	36.0
Income from operations		5.9			3.1
Operating margin		12.2	%		8.6	%
Restructuring, impairment and other charges-net		0.5			0.2

Net sales for the International segment for the three months ended June 30, 2017 were $48.5 million, an increase of $12.5 million, or 34.7%, compared to the three months ended June 30, 2016 including a $2.4 million, or 6.7%, decrease due to changes in foreign exchange rates. Net sales increased due to higher volumes in capital markets transactions, mutual funds and virtual data room services.

International segment income from operations increased $2.8 million compared to the three months ended June 30, 2016, due to an increase in capital markets transactions, mutual fund and virtual data room services volumes and cost control initiatives, partially offset by an increase in allocated expenses, including information technology expenses.

Operating margins increased from 8.6% for the three months ended June 30, 2016 to 12.2% for the three months ended June 30, 2017 due to an increase in overall sales volume for the segment, partially offset by an increase in allocated expenses, including information technology expenses.

Corporate

The following table summarizes unallocated operating expenses and certain items impacting comparability within the activities presented as Corporate:

	Three Months Ended June 30,
	2017		2016
	(in millions)
Operating expenses	$	11.1		3.4
Spin-off related transaction expenses		2.7		—
Share-based compensation expense		2.4		0.7

Corporate operating expenses for the three months ended June 30, 2017 increased $7.7 million versus the same period in 2016 due to spin-off related transaction expenses, higher employee compensation costs incurred to operate as an independent public company and an increase in share-based compensation expense.

Results of Operations for the Six Months Ended June 30, 2017 as Compared to the Six Months Ended June 30, 2016

The following table shows the results of operations for the six months ended June 30, 2017 and 2016 :

	2017		2016		$ Change			% Change
	(in millions, except percentages)
Services net sales	$	331.1	$	314.7	$	16.4			5.2	%
Products net sales		226.4		223.4		3.0			1.3	%
Net sales		557.5		538.1		19.4			3.6	%
Services cost of sales (exclusive of depreciation and amortization)		158.5		150.4		8.1			5.4	%
Services cost of sales with RRD affiliates (exclusive of depreciation and amortization)		19.5		20.7		(1.2	)		(5.8	%)
Products cost of sales (exclusive of depreciation and amortization)		131.8		117.9		13.9			11.8	%
Products cost of sales with RRD affiliates (exclusive of depreciation and amortization)		32.3		37.1		(4.8	)		(12.9	%)
Cost of sales		342.1		326.1		16.0			4.9	%
Selling, general and administrative expenses (exclusive of depreciation and amortization)		117.2		108.3		8.9			8.2	%
Restructuring, impairment and other charges-net		7.0		1.9		5.1			268.4	%
Depreciation and amortization		21.1		20.3		0.8			3.9	%
Income from operations	$	70.1	$	81.5	$	(11.4	)		(14.0	%)

Consolidated and Combined

Net sales of services for the six months ended June 30, 2017 increased $16.4 million, or 5.2%, to $331.1 million, versus the six months ended June 30, 2016, including a $2.6 million, or 0.8%, decrease due to changes in foreign exchange rates. Net sales of services increased due to higher volumes in mutual fund print-related services, virtual data room services and content management, partially offset by lower capital markets transactions and compliance volumes and healthcare volumes.

Net sales of products for the six months ended June 30, 2017 increased $3.0 million, or 1.3%, to $226.4 million versus the six months ended June 30, 2016, including a $1.1 million, or 0.5%, decrease due to changes in foreign exchange rates. Net sales of products increased due to higher mutual fund print and capital markets compliance volumes, partially offset by lower capital markets transactions volumes and healthcare volumes.

Services cost of sales increased $6.9 million, or 4.0%, for the six months ended June 30, 2017, versus the six months ended June 30, 2016. Services cost of sales increased due to higher mutual fund content management services, mutual fund print and virtual data room services volumes, an increase in the allocation of information technology expenses from selling, general and administrative expenses to cost of sales and an increase in incentive compensation expense, partially offset by cost control initiatives. As a percentage of net sales, services cost of sales decreased 0.6% due to favorable mix and cost control initiatives.

Products cost of sales increased $9.1 million, or 5.9%, for the six months ended June 30, 2017, versus the six months ended June 30, 2016. Products cost of sales increased due to higher volumes in mutual fund print and capital markets compliance, partially offset by cost control initiatives. As a percentage of net sales, products cost of sales increased 3.1% primarily due to unfavorable mix.

Selling, general and administrative expenses increased $8.9 million, or 8.2%, to $117.2 million, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016, primarily due to an increase in expenses incurred to operate as an independent public company, including selling expenses, employee compensation costs and spin-off related transaction expenses, partially offset by an increase in the allocation of information technology expenses from selling, general and administrative expenses to cost of sales. As a percentage of net sales, selling, general, and administrative expenses increased from 20.1% for the six months ended June 30, 2016 to 21.0% for the six months ended June 30, 2017 primarily due to increased costs of operating as an independent public company, including spin-off related transaction expenses.

For the six months ended June 30, 2017, the Company recorded net restructuring, impairment and other charges of $7.0 million, as compared to $1.9 million for the six months ended June 30, 2016. In 2017, these charges included $4.8 million of employee termination costs for 148 employees, $1.9 million of lease termination and other restructuring costs, $0.2 million of impairment charges for long-lived assets, and $0.1 million for other charges associated with the Company’s decision to withdraw in 2013 from certain multi-employer pension plans serving facilities that continued to operate. In 2016, these charges included $1.0 million of employee termination costs for 52 employees and $0.8 million of lease termination and other restructuring costs and $0.1 for other charges associated with the Company’s decision to withdraw in 2013 from certain multi-employer pension plans serving facilities that continued to operate.

Depreciation and amortization increased $0.8 million, or 3.9%, to $21.1 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016. Depreciation and amortization included $7.1 million and $7.2 million of amortization of other intangible assets related to customer relationships, trade names and non-compete agreements for the six months ended June 30, 2017 and 2016, respectively.

Income from operations for the six months ended June 30, 2017 decreased $11.4 million, or 14.0%, to $70.1 million versus the six months ended June 30, 2016, due to lower volumes in capital markets transactions and an increase in expenses incurred to operate as an independent public company, including selling expenses, employee compensation costs and spin-off related transaction expenses, partially offset by the higher volumes in mutual funds print and content management services and virtual data room services and cost control initiatives.

	2017		2016		$ Change		% Change
	(in millions, except percentages)
Interest expense-net	$	22.1	$	0.4	$	21.7	nm

Net interest expense increased $21.7 million for the six months ended June 30, 2017 versus the same period in 2016, due to the issuance of debt in connection with the Separation.

	2017			2016			$ Change			% Change
	(in millions, except percentages)
Earnings before income taxes	$	48.0		$	81.1		$	(33.1	)		(40.8	%)
Income tax expense		19.9			31.4			(11.5	)		(36.6	%)
Effective income tax rate		41.5	%		38.7	%

The effective income tax rate was 41.5% for the six months ended June 30, 2017 compared to 38.7% for the six months ended June 30, 2016. The June 30, 2017 effective income tax rate was impacted by an unfavorable change in the mix of income within foreign jurisdictions and an increase in certain U.S. non-deductible expenses.

Information by Segment

The following tables summarize net sales, income (loss) from operations and certain items impacting comparability within each of the operating segments and Corporate.

U.S.

	Six Months Ended June 30,
	2017			2016
	(in millions, except percentages)
Net sales	$	472.1		$	470.1
Income from operations		85.1			81.3
Operating margin		18.0	%		17.3	%
Restructuring, impairment and other charges-net		5.2			1.7
Spin-off related transaction expenses		1.8			—

	Net Sales for the Six Months
	Ended June 30,
Reporting unit	2017		2016		$ Change			% Change
	(in millions, except percentages)
Capital Markets	$	256.0	$	271.1	$	(15.1	)		(5.6	%)
Investment Markets		194.3		179.6		14.7			8.2	%
Language Solutions and other		21.8		19.4		2.4			12.4	%
Total U.S.	$	472.1	$	470.1	$	2.0			0.4	%

Net sales for the U.S. segment for the six months ended June 30, 2017 were $472.1 million, an increase of $2.0 million, or 0.4%, compared to the six months ended June 30, 2016. Net sales increased due to higher volumes in mutual fund print and print-related services and content management, virtual data room services and capital markets compliance, partially offset by a decrease in capital markets transactions and healthcare volumes. An analysis of net sales by reporting unit follows:

•

Capital Markets: Sales decreased due to lower transactions volumes, partially offset by increased virtual data room services and compliance volumes.

•

Investment Markets: Sales increased due to higher mutual fund print and print-related services and content management volumes, partially offset by lower healthcare volumes.

•

Language Solutions and other: Sales increased due to higher volumes in commercial print and translations services.

U.S. segment income from operations increased $3.8 million, or 4.7%, for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016, due to higher volumes in mutual fund print and print-related services, content management and virtual data room services, partially offset by lower capital markets transactions and an increase in selling expenses, restructuring, impairment and other charges, spin-off related transaction expenses and incentive compensation expense.

Operating margins increased from 17.3% for the six months ended June 30, 2016 to 18.0% for the six months ended June 30, 2017 due to cost control initiatives. The increase in operating margins was partially offset by higher restructuring, impairment and other charges which impacted margins by 0.7 percentage points and an increase in selling expenses, spin-off related transaction expenses and incentive compensation expense.

International

	Six Months Ended June 30,
	2017			2016
	(in millions, except percentages)
Net sales	$	85.4		$	68.0
Income from operations		6.1			6.1
Operating margin		7.1	%		9.0	%
Restructuring, impairment and other charges-net		1.2			0.2

Net sales for the International segment for the six months ended June 30, 2017 were $85.4 million, an increase of $17.4 million, or 25.6%, compared to the six months ended June 30, 2016 including a $3.7 million, or 5.4%, decrease due to changes in foreign exchange rates. Net sales increased due to higher volumes in capital markets transactions, mutual funds and virtual data room services.

International segment income from operations was $6.1 million for both the six months ended June 30, 2017 and 2016, due to the increase from the higher volumes in capital markets transactions, mutual funds and virtual data room services, mostly offset by an increase in allocated expenses, including information technology expense and an increase in incentive compensation expense and restructuring, impairment and other charges.

Operating margins decreased from 9.0% for the six months ended June 30, 2016 to 7.1% for the six months ended June 30, 2017 of which 1.1 percentage points were due to higher restructuring, impairment and other charges. Operating margins were also impacted by an increase in allocated expenses, including information technology expense.

Corporate

The following table summarizes unallocated operating expenses and certain items impacting comparability within the activities presented as Corporate:

	Six Months Ended June 30,
	2017		2016
	(in millions)
Operating expenses	$	21.1	$	5.9
Spin-off related transaction expenses		5.4		—
Share-based compensation expense		3.5		1.0
Restructuring, impairment and other charges-net		0.6		—

Corporate operating expenses for the six months ended June 30, 2017 increased $15.2 million versus the same period in 2016 due to spin-off related transaction expenses, higher employee compensation costs incurred to operate as an independent public company and an increase in share-based compensation and bad debt expense.

Liquidity and Capital Resources

Prior to the Separation, RRD provided financing, cash management and other treasury services to Donnelley Financial. The Company’s cash balances were swept by RRD and the Company received funding from RRD for operating and investing needs. Cash transferred to and from RRD was recorded as intercompany payables and receivables which are reflected in the net parent company investment in the consolidated and combined financial statements. Subsequent to the Separation, the Company no longer participates in cash management and funding arrangements with RRD.

The Company believes it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its shareholders. Cash on hand, operating cash flows and the Company’s $300.0 million senior secured revolving credit facility (the “Revolving Facility”) are the primary sources of liquidity and are expected to be used for, among other things, payment of interest and principal on the Company’s debt obligations, capital expenditures necessary to support productivity improvement and growth, acquisitions and completion of restructuring programs.

The following describes the Company’s cash flows for the six months ended June 30, 2017 and 2016.

Cash Flows Used For Operating Activities

Operating cash inflows are largely attributable to sales of the Company’s services and products. Operating cash outflows are largely attributable to recurring expenditures for labor, rent, raw materials and other operating activities. For periods prior to the Separation, allocations of operating expenses from RRD are also reflected as operating cash inflows or outflows, including those for pension costs and current income taxes payable.

Net cash used in operating activities was $39.4 million for the six months ended June 30, 2017 compared to $33.6 million for the six months ended June 30, 2016. The increase in net cash used in operating activities reflected higher payments related to interest and the timing of customer payments, partially offset by the timing of payments for suppliers and employee-related liabilities.

Cash Flows Used For Investing Activities

Net cash used in investing activities was $15.2 million for the six months ended June 30, 2017 compared to $13.9 million for the six months ended June 30, 2016. Capital expenditures were $12.0 million during the six months ended June 30, 2017, a decrease of $0.3 million as compared to the six months ended June 30, 2016. The Company expects that capital expenditures for 2017 will be approximately $30.0 million to $35.0 million, compared to $26.2 million in 2016. For the six months ended June 30, 2017, cash used in investing activities included $3.4 million for the purchase of an investment.

Cash Flows Provided By Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2017 was $26.3 million compared to $61.1 million for the six months ended June 30, 2016. The decrease in net cash provided by financing activities reflected $169.0 million of payments on revolving facility borrowings, a $69.5 million decrease in net transfers from RRD and its affiliates in connection with the Separation and $68.0 in payments on long-term debt, offset by $174.0 million of proceeds from revolving facility borrowings, a $68.0 million Separation-related payment from RRD and $18.8 million of proceeds from the issuance of common stock.

Contractual Cash Obligations and Other Commitments and Contingencies

In connection with the Separation, the Company entered into transition services agreements with RRD, covering certain support and back office services that the Company has historically received from RRD. Under the terms of the agreements, RRD will provide various services, including information technology, accounts receivable, accounts payable, payroll and other financial and administrative services and functions. The Company also entered into a transition services agreement with LSC, pursuant to which LSC will provide certain services to the Company. The services under the transition services agreements generally extend for up to 24 months following the Separation.

The Company entered into a number of commercial and other arrangements with RRD and its subsidiaries. These include, among other things, arrangements for the provision of services, including global outsourcing and logistics services, printing and binding, digital printing, composition and access to technology. The Company also entered into a number of commercial and other arrangements with LSC and its subsidiaries, pursuant to which LSC will print and bind products for the Company. The terms of the arrangements with RRD and LSC do not exceed 24 months.

See discussion in Liquidity related to the Company's debt obligations.

Liquidity

Cash and cash equivalents of $8.1 million at June 30, 2017 included $2.2 million in the U.S. and $5.9 million at international locations. The Company has not recognized deferred tax liabilities related to taxes on foreign earnings as foreign earnings are considered to be permanently reinvested. Certain cash balances of foreign subsidiaries may be subject to U.S. or local country taxes if repatriated to the U.S. In addition, repatriation of some foreign cash balances is further restricted by local laws. Management regularly evaluates whether foreign earnings are expected to be permanently reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company and its foreign subsidiaries. Changes in economic and business conditions, foreign or U.S. tax laws, or the Company’s financial situation could result in changes to these judgments and the need to record additional tax liabilities.

The Company’s debt maturity schedule as of June 30, 2017 is shown in the table below:

	Debt Maturity Schedule
	Total		2017		2018		2019		2020		2021		Thereafter
Borrowings under the Term Loan Credit Facility ^(a)	$	232.0	$	—	$	—	$	—	$	—	$	—	$	232.0
Notes ^(b)		300.0		—		—		—		—		—		300.0
Borrowings under the Revolving Facility		6.0		1.0		—		—		—		5.0		—
Total	$	538.0	$	1.0	$	—	$	—	$	—	$	5.0	$	532.0

(a)	Excludes unamortized debt issuance costs of $4.4 million and a discount of $1.6 million which do not represent contractual commitments with a fixed amount or maturity date.

(b)	Excludes unamortized debt issuance costs of $6.1 million which do not represent contractual commitments with a fixed amount or maturity date.

The Credit Agreement contains a number of covenants, including, but not limited to, a minimum Interest Coverage Ratio and the Consolidated Leverage Ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of up to $15 million in aggregate, though additional dividends may be allowed subject to certain conditions. Each of these covenants is subject to important exceptions and qualifications.

The indenture governing the Notes contains certain covenants applicable to the Company and its restricted subsidiaries, including limitations on: (1) liens; (2) indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries. Each of these covenants is subject to important exceptions and qualifications.

As of June 30, 2017, there was $6.0 million of outstanding borrowings under the Revolving Facility. Based on the Company’s results of operations for the twelve months ended June 30, 2017 and existing debt, the Company would have had the ability to utilize $214.3 million of the $300.0 million Revolving Facility and not have been in violation of the terms of the agreement. The current availability under the Revolving Facility and net available liquidity as of June 30, 2017 is shown in the table below:

	June 30, 2017
Availability	(in millions)
Revolving Facility	$	300.0
Availability reduction from covenants		79.6
	$	220.4
Usage
Borrowings under the Revolving Facility		6.0
Impact on availability related to outstanding letters of credit		0.1
	$	6.1

Current availability at June 30, 2017	$	214.3
Cash		8.1
Net Available Liquidity	$	222.4

The Company was in compliance with its debt covenants as of June 30, 2017, and expects to remain in compliance based on management’s estimates of operating and financial results for 2017 and the foreseeable future. However, declines in market and economic conditions or demand for certain of the Company’s products and services could impact the Company’s ability to remain in compliance with its debt covenants in future periods. As of June 30, 2017, the Company met all the conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions.

The failure of a financial institution supporting the Revolving Facility would reduce the size of the Company’s committed facility unless a replacement institution was added. As of June 30, 2017, the Revolving Facility is supported by seventeen U.S. and international financial institutions.

As of June 30, 2017, the Company had $4.2 million in outstanding letters of credit and bank guarantees, of which $0.1 million reduced the availability under the Revolving Facility.

The Company’s liquidity may be affected by its credit ratings. The Company’s S&P and Moody’s credit ratings as of June 30, 2017 are shown in the table below:

	S&P	Moody's
Ratings
Long-term corporate credit rating	BB-	B1
Senior unsecured debt	B	B3
Credit Agreement	BB+	Ba2
Outlook	Stable	Stable

Debt Issuances

On September 30, 2016, the Company entered into the Credit Agreement, which provided for the Term Loan Credit Facility and the Revolving Facility. The Term Loan Facility will mature on September 30, 2023 and the Revolving Credit Facility will mature on September 30, 2021.

On September 30, 2016, the Company issued $300 million of 8.250% Senior Notes (the “Notes”) due October 15, 2024. Interest on the Notes is due semi-annually on April 15 and October 15, commencing on April 15, 2017.

The Notes were issued pursuant to an indenture where certain wholly-owned domestic subsidiaries of the Company guarantee the Notes (the “Guarantors”). In connection with the offering of the Notes, the Company entered into a registration rights agreement, dated as of September 30, 2016 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC with respect to an offer to exchange the Notes for registered notes. On March 10, 2017, the Company filed a Registration Statement on Form S-4 (as amended, the “Exchange Offer Registration Statement”) to offer to exchange the Notes for registered notes which have terms identical in all material respects to the Notes except that the registered notes are not subject to transfer restrictions or registration rights. The Exchange Offer Registration Statement was declared effective by the SEC on March 22, 2017. An exchange offer for the Notes was launched on March 22, 2017 and settled on April 25, 2017, resulting in the exchange of $299.9 million aggregate principal amount of outstanding Notes for registered notes.

Risk Management

The Company is exposed to interest rate risk on its variable debt. At June 30, 2017, the Company’s exposure to rate fluctuations on variable-interest borrowings was $236.4 million.

The Company assesses 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. A hypothetical 10% change in yield would change the fair values of fixed-rate debt at June 30, 2017 by approximately $12.2 million, or 4.1%.

The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited in many countries because the operating revenues and expenses of its various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent that borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the subsidiary, the Company is exposed to currency risk and may enter into foreign exchange spot and forward contracts to hedge the currency risk. The Company does not use derivative financial instruments for trading or speculative purposes.

OTHER INFORMATION

Litigation and Contingent Liabilities

For a discussion of certain litigation involving the Company, see Note 13, Commitments and Contingencies, to the Unaudited Condensed Consolidated and Combined Financial Statements.

New Accounting Pronouncements and Pending Accounting Standards

Recently issued accounting standards and their estimated effect on the Company’s combined financial statements are described in Note 15, New Accounting Pronouncements, to the Unaudited Condensed Consolidated and Combined Financial Statements.

CAUTIONARY STATEMENT

The Company has made forward-looking statements in this Quarterly Report on Form 10-Q within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the Company. Generally, forward-looking statements include information concerning possible or assumed future actions, events, or results of operations of the Company.

These statements may include words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals” and variations of such words and similar expressions are intended to identify our forward-looking statements.

Forward-looking statements are not guarantees of performance. The following important factors, in addition to those discussed elsewhere in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from those indicated in any such forward-looking statements. These factors include, but are not limited to:

•

the volatility of the global economy and financial markets, and its impact on transactional volume;

•

failure to offer high quality customer support and services;

•

the retention of existing, and continued attraction of additional clients and key employees;

•

the growth of new technologies with which we may be able to adequately compete;

•

our inability to maintain client referrals;

•

vulnerability to adverse events as a result of becoming a stand-alone company following the Separation from RRD, including the inability to obtain as favorable of terms from third-party vendors;

•

the competitive market for our products and industry fragmentation affecting our prices;

•

the ability to gain client acceptance of our new products and technologies;

•

delay in market acceptance of our products and services due to undetected errors or failures found in our products and services;

•

failure to maintain the confidentiality, integrity and availability of our systems, software and solutions;

•

failure to properly use and protect client and employee information and data;

•

the effect of a material breach of security or other performance issues of any of our or our vendors’ systems;

•

factors that affect client demand, including changes in economic conditions, national or international regulations and clients’ budgetary constraints;

•

our ability to access debt and the capital markets due to adverse credit market conditions;

•

the effect of increasing costs of providing healthcare and other benefits to our employees

•

changes in the availability or costs of key materials (such as ink and paper) or in prices received for the sale of by-products;

•

failure to protect our proprietary technology;

•

failure to successfully integrate acquired businesses into our business;

•

availability to maintain our brands and reputation;

•

the retention of existing, and continued attraction of, key employees, including management;

•

the effects of operating in international markets, including fluctuations in currency exchange rates;

•

the effect of economic and political conditions on a regional, national or international basis;

•

lack of market for our common stock;

•

lack of history as an operating company and costs associated with being an independent company;

•

failure to achieve certain intended benefits of the Separation; and

•

failure of RRD or LSC to satisfy their respective obligations under transition services agreements or other agreements entered into in connection with the Separation.

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. 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.

Consequently, readers of the Quarterly Report on Form 10-Q should consider these forward looking statements only as the Company’s current plans, estimates and beliefs. The Company does not undertake and specifically declines 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. The Company undertakes no obligation to update or revise any forward-looking statements in this Quarterly Report on Form 10-Q to reflect any new events or any change in conditions or circumstances.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to Item 2 of Part I under “Risk Management.” There have been no significant changes to the Company’s market risk since December 31, 2016. For a discussion of exposure to market risk, refer to Part II, Item 7A – Quantitative and Qualitative Disclosures about Market Risk, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on February 28, 2017.

Item 4. Controls and Procedures

(a)	Disclosure controls and procedures.

Management, together with the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934) as of June 30, 2017. Based on that evaluation the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2017.

(b)	Changes in internal control over financial reporting.

Under the rules and regulations of the Securities and Exchange Commission, Donnelley Financial is not required to comply with the requirements of Section 404 of the Sarbanes Oxley Act of 2002 until its Annual Report on Form 10-K for the year ending December 31, 2017. In its Annual Report on Form 10-K for the year ending December 31, 2017, management and the Company’s independent registered public accounting firm will be required to provide an assessment as to the effectiveness of the Company’s internal control over financial reporting.

There have not been any changes in the Company’s 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 June 30, 2017 that had materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of certain litigation involving the Company, see Note 13, Commitments and Contingencies, to the Condensed Consolidated and Combined Financial Statements.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on February 28, 2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 6. 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. (the “Separation Agreement”) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

2.2			Transition Services Agreement, dated as of September 14, 2016, between Donnelley Financial Solutions, Inc. and R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

2.3			Transition Services Agreement, dated as of September 14, 2016, between LSC Communications, Inc. and Donnelley Financial Solutions, Inc. (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

2.4			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 2.4 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

2.5			Patent Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

2.6			Trademark Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.6 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

2.7			Data Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.7 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

2.8			Software, Copyright and Trade Secret Assignment and License Agreement, dated as of September 27, 2016, between Donnelley Financial, LLC and R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.8 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

3.1			Amended and Restated Certificate of Incorporation of Donnelley Financial Solutions, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

3.2			Amended and Restated By-laws of Donnelley Financial Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

4.1			Stockholder and Registration Rights Agreement, dated as of September 14, 2016, between Donnelley Financial Solutions, Inc. and R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

4.2			Indenture, dated as of September 30, 2016, among Donnelley Financial Solutions, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

4.3			Registration Rights Agreement, dated as of September 30, 2016, by and among Donnelley Financial Solutions, Inc., the subsidiary guarantors party thereto and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and MUFG Securities Americas Inc., as Representatives (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)

10.1			Credit Agreement, dated as of September 30, 2016, among Donnelley Financial Solutions, Inc., as Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)*

10.2			2016 Donnelley Financial Solutions, Inc. Performance Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)*

10.3			Amended and Restated Donnelley Financial Solutions, Inc. 2016 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 18, 2017, filed on May 23, 2017)*

10.4			Donnelley Financial Solutions, Inc. Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)*
10.5			Policy on Retirement Benefits, Phantom Stock Grants and Stock Options for Directors (incorporated by reference to Exhibit 10.1 to R.R Donnelley & Sons Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 6, 2008)*

10.6			Donnelley Financial Solutions, Inc. Nonqualified Deferred Compensation Plan, dated as of September 22, 2016 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)*

10.7			Donnelley Financial Unfunded Supplemental Pension Plan effective October 1, 2016 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.8			Donnelley Financial Solutions, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 30, 2017, filed on June 5, 2017)*
10.9			Amended and Restated Employment Agreement, dated as of July 13, 2017, between the Company and Daniel N. Leib (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 13, 2017, filed on July 14, 2017)*

10.10			Assignment of Employment Agreement and Acceptance of Assignment, dated as of September 29, 2016, between Donnelley Financial Solutions, Inc., R. R. Donnelley & Sons Company and Thomas F. Juhase (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)*

10.11			Waiver of Severance Benefits, dated as of June 1, 2017, by and between Thomas F. Juhase and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 30, 2017, filed on June 5, 2017)*
10.12			Assignment of Employment Agreement and Acceptance of Assignment, dated as of September 29, 2016, between Donnelley Financial Solutions, Inc., R. R. Donnelley & Sons Company and David A. Gardella (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)*

10.13			Waiver of Severance Benefits, dated as of June 1, 2017, by and between David A. Gardella and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 30, 2017, filed on June 5, 2017)*
10.14			Assignment of Severance Agreement and Acceptance of Assignment, dated as of September 29, 2016, between Donnelley Financial Solutions, Inc., R. R. Donnelley & Sons Company and Jennifer B. Reiners (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)*

10.15			Waiver of Severance Benefits, dated as of June 1, 2017, by and between Jennifer B. Reiners and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 30, 2017, filed on June 5, 2017)*
10.16			Written Description of the 2016 Annual Incentive Plan of the Company with respect to the period from October 1, 2016 to December 31, 2016 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.17			2017 Annual Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.18			Form of Founders Award (Restricted Stock) Agreement (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.19			Form of Performance Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2017, filed on May 4, 2017)*

10.20			Form of Amendment to Performance Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 30, 2017, filed on June 5, 2017)*
10.21			Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2017, filed on May 4, 2017)*

10.22			Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2017, filed on May 4, 2017)*


10.23			Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2017, filed on May 4, 2017)*


10.24			Form of Performance Share Unit Award Agreement (for 2015) converted from R. R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.19 to the R.R. Donnelley & Sons Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)*

10.25			Form of Restricted Stock Unit Award Agreement for certain executive officers (for 2015 and 2016) converted from R. R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.12 to the R.R. Donnelley & Sons Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)*

10.26			Form of Cash Award Agreement (for 2014) converted from R. R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.27			Form of Cash Award Agreement (for 2015) converted from R. R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.28			Form of Cash Award Agreement (for 2016) converted from R. R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.29			Form of Amendment to Cash Retention Awards (for 2014) converted from R.R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.1 to the R.R. Donnelley & Sons Company Current Report on Form 8-K dated March 2, 2016, filed on March 2, 2016)*

10.30			Agreement regarding title and retention bonus for Thomas Juhase dated March 21, 2016 converted from R.R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.31			Form of Director Restricted Stock Unit Award (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)*

10.32			Form of Restricted Stock Unit Award Agreement for directors converted from R.R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.21 to the R.R. Donnelley & Sons Company Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 14, 2005)*

10.33			Form of Restricted Stock Unit Award Agreement for directors converted from R.R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.25 to the R.R. Donnelley & Sons Company Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on February 27, 2008)*

10.34			Form of Restricted Stock Unit Award Agreement for directors converted from R.R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.23 to the R.R. Donnelley & Sons Company Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*

10.35			Form of Amendment to Director Restricted Stock Unit Awards converted from R.R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.22 to the R.R. Donnelley & Sons Company Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 25, 2009)*

10.36			Form of Amendment to Director Restricted Stock Unit Awards dated May 21, 2009 converted from R.R. Donnelley & Sons Company to the Company pursuant to the Separation Agreement (incorporated by reference to Exhibit 10.23 to the R.R. Donnelley & Sons Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 5, 2009)*

10.37			Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q dated September 30, 2016, filed on November 9, 2016)

14.1			Code of Ethics for the Chief Executive Officer and Senior Financial Officers (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)

21.1			Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K dated December 31, 2016, filed on February 28, 2017)

31.1			Certification by Daniel N. Leib, 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 David A. Gardella, 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 N. Leib, 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 David A. Gardella, 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			XBRL Instance Document

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

*	Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DONNELLEY FINANCIAL SOLUTIONS, INC.

By:		/s/ DAVID A. GARDELLA
		David A. Gardella
		Executive Vice President and Chief Financial Officer

Date: August 02, 2017