Donnelley Financial Solutions, Inc. - Quarter Report: 2019 March (Form 10-Q)

Large Accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller reporting company

Emerging growth company

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 March 31, 2019

☐	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)

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

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.01)		DFIN		NYSE

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 every Interactive Data File required to be submitted 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 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 April 26, 2019, 34.2 million shares of common stock were outstanding.

DONNELLEY FINANCIAL SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019

TABLE OF CONTENTS

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

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018	3

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018	4

	Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018	6

	Condensed Consolidated Statements of Equity for the three months ended March 31, 2019 and 2018	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3:	Quantitative and Qualitative Disclosure About Market Risk	42

Item 4:	Controls and Procedures	42

Part II
OTHER INFORMATION		Page
Item 1:	Legal Proceedings	43

Item 1A:	Risk Factors	43

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 4:	Mine Safety Disclosures	43

Item 6:	Exhibits	44

Signatures		47

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

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2019 and 2018

(in millions, except per share data)

(UNAUDITED)

	Three Months Ended
	March 31,
	2019			2018
Services net sales	$	127.9		$	159.5
Products net sales		101.7			95.7
Total net sales		229.6			255.2
Services cost of sales (exclusive of depreciation and amortization)		75.4			85.9
Products cost of sales (exclusive of depreciation and amortization)		78.5			72.7
Total cost of sales		153.9			158.6
Selling, general and administrative expenses (exclusive of depreciation and amortization)		54.9			66.1
Restructuring, impairment and other charges-net		2.1			0.7
Depreciation and amortization		12.1			10.4
Income from operations		6.6			19.4
Interest expense-net		8.9			9.0
Investment and other income-net		(0.6	)		(0.8	)
(Loss) earnings before income taxes		(1.7	)		11.2
Income tax (benefit) expense		(0.3	)		3.5
Net (loss) earnings	$	(1.4	)	$	7.7

Net (loss) earnings per share (Note 11):
Basic net (loss) earnings per share		(0.04	)		0.23
Diluted net (loss)earnings per share		(0.04	)		0.23
Weighted average number of common shares outstanding
Basic		34.0		33.7
Diluted		34.0		33.9

See Notes to Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidated Statements of Comprehensive Income

For the Three Months Ended March 31, 2019 and 2018

(in millions)

(UNAUDITED)

	Three Months Ended
	March 31,
	2019			2018
Net (loss) earnings	$	(1.4	)	$	7.7

Other comprehensive income, net of tax:
Translation adjustments		2.2			0.7
Adjustment for net periodic pension and other postretirement benefits plan cost		0.4			0.5
Other comprehensive income, net of tax		2.6			1.2
Comprehensive (loss) income	$	1.2		$	8.9

See Notes to Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidated Balance Sheets

As of March 31, 2019 and December 31, 2018

(in millions, except per share data)

(UNAUDITED)

	March 31,			December 31,
	2019			2018
ASSETS
Cash and cash equivalents	$	10.5		$	47.3
Receivables, less allowances for doubtful accounts of $8.6 in 2019 (2018 - $7.9)		235.6			172.9
Inventories		14.8			12.1
Prepaid expenses and other current assets		20.8			16.7
Total current assets		281.7			249.0
Property, plant and equipment-net		38.1			32.2
Right-of-use assets		95.5			—
Software-net		49.9			47.8
Goodwill		450.2			450.0
Other intangible assets-net		33.6			37.2
Deferred income taxes		12.3			9.7
Other noncurrent assets		41.1			42.8
Total assets	$	1,002.4		$	868.7
LIABILITIES
Accounts payable	$	98.0		$	72.4
Accrued liabilities		113.7			126.0
Total current liabilities		211.7			198.4
Long-term debt (Note 14)		411.7			362.7
Deferred compensation liabilities		19.8			19.5
Pension and other postretirement benefits plan liabilities		50.1			51.3
Noncurrent lease liabilities		73.9			—
Other noncurrent liabilities		7.7			10.8
Total liabilities		774.9			642.7
Commitments and Contingencies (Note 15)
EQUITY
Preferred stock, $0.01 par value
Authorized: 1.0 shares; Issued: None		—			—
Common stock, $0.01 par value
Authorized: 65.0 shares;
Issued: 34.4 shares in 2019 (2018 - 34.2 shares)		0.3			0.3
Treasury stock, at cost: 0.2 shares in 2019 (2018 - 0.1 shares)		(3.6	)		(2.4	)
Additional paid-in-capital		218.0			216.5
Retained earnings		92.9			94.3
Accumulated other comprehensive loss		(80.1	)		(82.7	)
Total equity		227.5			226.0
Total liabilities and equity	$	1,002.4		$	868.7

See Notes to Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2019 and 2018

(in millions)

(UNAUDITED)

	Three Months Ended
	March 31,
	2019			2018
OPERATING ACTIVITIES
Net (loss) earnings	$	(1.4	)	$	7.7
Adjustments to reconcile net (loss) earnings to net cash used in operating activities:
Depreciation and amortization		12.1			10.4
Provision for doubtful accounts receivable		1.0			1.0
Share-based compensation		1.5			1.8
Deferred income taxes		(2.8	)		0.6
Net pension plan income		(0.5	)		(0.8	)
Other		8.8			0.5
Changes in operating assets and liabilities - net of acquisitions:
Accounts receivable - net		(63.6	)		(65.4	)
Inventories		(2.7	)		(5.8	)
Prepaid expenses and other current assets		(3.2	)		(0.2	)
Accounts payable		23.9			20.3
Income taxes payable and receivable		(11.3	)		0.6
Accrued liabilities and other		(29.9	)		(23.1	)
Pension and other postretirement benefits plan contributions		(0.2	)		(1.2	)
Net cash used in operating activities		(68.3	)		(53.6	)
INVESTING ACTIVITIES
Capital expenditures		(15.1	)		(6.4	)
Acquisition of business, net of cash acquired		(2.2	)		—
Other investing activities		0.2			—
Net cash used in investing activities		(17.1	)		(6.4	)
FINANCING ACTIVITIES
Revolving facility borrowings		178.5			88.0
Payments on revolving facility borrowings		(130.0)			(68.0	)
Proceeds from the issuance of common stock		—			1.2
Treasury share repurchases		(1.2	)		(0.8	)
Debt issuance costs		(0.2	)		—
Net cash provided by financing activities		47.1			20.4
Effect of exchange rate on cash and cash equivalents		1.5			(0.3	)
Net decrease in cash and cash equivalents		(36.8	)		(39.9	)
Cash and cash equivalents at beginning of year		47.3			52.0
Cash and cash equivalents at end of period	$	10.5		$	12.1

Supplemental cash flow information
Income taxes paid	$	13.8		$	2.2
Interest paid	$	1.5		$	2.2

See Notes to Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidated Statements of Equity

For the Three Months Ended March 31, 2019 and 2018

(in millions)

(UNAUDITED)

	Common Stock				Treasury Stock					Additional Paid-in-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
	Shares		Amount		Shares		Amount
Balance at December 31, 2018		34.2	$	0.3		0.1	$	(2.4	)	$	216.5	$	94.3		$	(82.7	)	$	226.0
Net loss		—		—		—		—			—		(1.4	)		—			(1.4	)
Other comprehensive income		—		—		—		—			—		—			2.6			2.6
Share-based compensation		—		—		—		—			1.5		—			—			1.5
Issuance of share-based awards, net of withholdings and other		0.2		—		0.1		(1.2	)		—		—			—			(1.2	)
Balance at March 31, 2019		34.4	$	0.3		0.2	$	(3.6	)	$	218.0	$	92.9		$	(80.1	)	$	227.5

	Common Stock				Treasury Stock					Additional Paid-in-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
	Shares		Amount		Shares		Amount
Balance at December 31, 2017		33.8	$	0.3		—	$	(0.9	)	$	205.7	$	8.9		$	(64.6	)	$	149.4
Net earnings		—		—		—		—			—		7.7			—			7.7
Other comprehensive income		—		—		—		—			—		—			1.2			1.2
Adoption of ASU 2014-09		—		—		—		—			—		0.9			—			0.9
Share-based compensation		—		—		—		—			1.8		—			—			1.8
Issuance of share-based awards, net of withholdings and other		0.2		—		0.1		(0.8	)		1.4		—			—			0.6
Balance at March 31, 2018		34.0	$	0.3		0.1	$	(1.7	)	$	208.9	$	17.5		$	(63.4	)	$	161.6

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated 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. (“DFIN,” or the “Company”) is a leading global risk and compliance solutions company. The Company provides regulatory filing solutions, software-as-a-service (“SaaS”), technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve their regulatory and compliance needs. For corporate clients within its capital markets offerings, the Company offers technology-enabled filing solutions that allow U.S. public companies to comply with applicable U.S. Securities and Exchange Commission (“SEC”) regulations including filing agent services, digital document creation and online content management tools that support their corporate financial transactions and regulatory reporting; solutions to facilitate clients’ communications with their shareholders; and virtual data rooms and other deal management solutions. For the investment markets, including alternative investment and insurance investment companies, the Company provides technology-enabled filing solutions including cloud-based tools for creating and filing high-quality regulatory documents and solutions for investors designed to improve the speed and accuracy of their access to investment information. Throughout a company’s life cycle, the Company serves its clients’ regulatory and compliance needs. The Company’s deep industry and regulatory expertise and a commitment to exceptional service guides our clients to navigate a high-stakes and ever-changing regulatory environment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of DFIN and 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, 2018 filed with the SEC on February 27, 2019. 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 interim financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Changes in Presentation

Certain prior year amounts have been restated to conform to the Company’s current reporting unit structure. Due to the sale of the Language Solutions business in 2018, the Company made changes to the reporting units within the U.S. segment. The former Language Solutions and other reporting unit has been renamed “Language Solutions.” Certain results previously included within the former Language Solutions and other reporting unit are now included within the Investment Markets reporting unit.

Note 2. Revenue

Revenue Recognition

The Company manages highly-customized data and materials, such as Exchange Act, Securities Act and Investment Company Act filings with the SEC on behalf of its customers, manages virtual data rooms and performs XBRL and related services. Clients are provided with EDGAR filing services, XBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among others. The Company’s SaaS offerings include the Venue Virtual Data Room (“Venue”), the FundSuiteArc software platform, ActiveDisclosure and data and analytics, among others.

Substantially all of the Company’s revenue is derived from contracts with an initial expected duration of one year or less. Generally, customer payment is due within ten days upon invoicing.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Revenue is recognized upon transfer of control of promised services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or products. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore are not distinct.

Revenue for the Company’s services and products is recognized either over time or at a point in time, as outlined below.

Over time

The Company recognizes revenue for certain services over time.

•

The Company’s SaaS solutions, including Venue, the FundSuiteArc software platform, ActiveDisclosure, data and analytics and others, are generally provided on a subscription basis and allow customers access to use the products over the contract period. As a result, revenue for SaaS solutions is recognized ratably over time as the customer receives the benefit throughout the contract period. The timing of invoicing varies, however the customer may be invoiced before the end of the contract period, resulting in a deferred revenue balance.

•

Revenue for warehousing services is recognized ratably over time as the customer receives the benefit throughout the storage period.

Point in time

All remaining revenue arrangements are generally recognized at a point in time and are primarily invoiced upon completion of all services or upon shipment to the customer.

•

Certain of these arrangements include multiple performance obligations and revenue is recognized upon completion of each performance obligation, such as when a document is filed with a regulatory agency and upon completion of printing the related document. For arrangements with multiple performance obligations, the transaction price is allocated to the separate performance obligations. The Company provides customer specific solutions and as such, observable standalone selling price is rarely available. Standalone selling price is more frequently determined using an estimate of the standalone selling price of each distinct service or product, taking into consideration historical selling price by customer for each distinct service or product. These estimates may vary from the final amounts invoiced to the customer and are adjusted upon completion of all performance obligations. Customers may be invoiced subsequent to the recognition of revenue for completed performance obligations, resulting in contract asset balances.

•

Revenue for arrangements which include assisting customers in completing regulatory filings for transactions, such as mergers and acquisitions or other public capital market transactions, is recognized upon completion of all promises, including the services performed and printing of the related document, if applicable.

•

Revenue for arrangements without a regulatory filing generally have a single performance obligation, as the services and products provided are not distinct within the context of the contract, and are recognized upon completion of the services performed or upon completion of printing of the related product.

•

Warehousing, fulfillment services and shipping and handling are each separate performance obligations. As a result, when the Company provides warehousing and future fulfillment services, revenue for the composition services performed and printing of the product is recognized upon completion of the performance obligation(s), as control of the inventory has transferred to the customer and the inventory is being stored at the customer’s request.

Because substantially all of the Company’s products are customized, product returns are not significant; however, the Company accrues for the estimated amount of customer credits at the time of sale.

The Company records deferred revenue when amounts are invoiced but the revenue recognition criteria are not yet met. Such revenue is recognized when all criteria are subsequently met.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Certain revenues earned by the Company require significant judgment to determine if revenue should be recorded gross, as a principal, or net of related costs, as an agent. Billings for shipping and handling costs as well as certain postage costs, and out-of-pocket expenses are recorded gross. Revenue is not recognized for customer-supplied postage. The Company’s printing operations process paper that may be supplied directly by customers or may be purchased by the Company from third parties and sold to customers. Revenue is not recognized for customer-supplied paper, however revenues for Company-supplied paper are recognized on a gross basis. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to authorities.

Disaggregation of revenue

The following tables disaggregate revenue by reporting unit and timing of revenue recognition for the three months ended March 31, 2019 and 2018:

	Three Months Ended March 31, 2019
	Point in time		Over time		Total
U.S.
Capital Markets	$	85.0	$	24.7	$	109.7
Investment Markets		80.5		12.6		93.1
Total U.S.		165.5		37.3		202.8
International		21.1		5.7		26.8
Total net sales	$	186.6	$	43.0	$	229.6

	Three Months Ended March 31, 2018
	Point in time		Over time		Total
U.S.
Capital Markets	$	93.5	$	24.0	$	117.5
Investment Markets*		76.0		13.5		89.5
Language Solutions*		6.1		—		6.1
Total U.S.		175.6		37.5		213.1
International		37.9		4.2		42.1
Total net sales	$	213.5	$	41.7	$	255.2

* Certain prior year amounts were restated to conform to the Company’s current reporting unit structure.

Contract Balances

Contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists, and therefore invoicing has not yet occurred. Contract assets were $14.9 million at March 31, 2019 and $8.7 million at December 31, 2018, respectively. Generally, the contract assets balance is impacted by the recognition of additional contract assets, offset by amounts invoiced to customers. For the three months ended March 31, 2019, final amounts invoiced to customers exceeded estimates of standalone selling price as of January 1, 2019 for the related arrangements by approximately $1.3 million. Contract assets are included in accounts receivable on the condensed consolidated balance sheet.

Contract liabilities consist of deferred revenue and progress billings which are included in accrued liabilities on the condensed consolidated balance sheet. Changes in contract liabilities for the three months ended March 31, 2019 and 2018, respectively, were as follows:

Balance at January 1, 2019	$	12.0
Deferral of revenue		12.2
Revenue recognized		(12.6	)
Balance at March 31, 2019	$	11.6

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Balance at January 1, 2018	$	14.2
Deferral of revenue		9.4
Revenue recognized		(10.5	)
Balance at March 31, 2018	$	13.1

Note 3. Acquisitions and Dispositions

Acquisition

On December 18, 2018, the Company acquired eBrevia, a leading provider of artificial intelligence-based data extraction and contract analytics software solutions. The eBrevia technology provides leading enterprise contract review and analysis solutions, leveraging machine learning to produce faster and more accurate results. eBrevia's software, which extracts and summarizes key legal provisions and other information, can be used in due diligence, contract management, lease abstraction and document drafting. The acquisition enhances the Company’s Venue Deal Solutions offerings to provide clients with secure data aggregation, due diligence, compliance and risk management solutions. The Company previously held a 12.8% investment in eBrevia prior to the acquisition. The purchase price for the remaining equity of eBrevia, which includes the Company’s estimate of contingent consideration, was $23.3 million, net of cash acquired of $0.2 million. $2.0 million of the purchase price, excluding contingent consideration and amounts held in escrow, remains payable as of March 31, 2019. The fair value of the Company’s previously held investment was $3.3 million, resulting in the recognition of a $1.8 million gain, which is reflected in investment and other income in the consolidated statements of operations for the year ended December 31, 2018. The fair value of the previously held investment was determined based on the purchase price paid for the remaining equity less an estimated control premium. The former owners of eBrevia, excluding the Company, may receive additional contingent consideration of up to $3.5 million in cash subject to eBrevia achieving certain financial targets during the twenty-four months post acquisition. As of the acquisition date and March 31, 2019, the Company estimated the fair value of contingent consideration to be $0.8 million using a probability weighting of the potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation will be recognized in the Company’s consolidated statement of operations. The operations of eBrevia are included within the Capital Markets reporting unit in the U.S. segment.

During the three months ended March 31, 2019, there were no acquisition-related expenses. For the three months ended March 31, 2018, the Company recorded $0.2 million of acquisition-related expenses associated with acquisitions completed or contemplated within selling, general and administrative expenses in the condensed consolidated statement of operations.

The eBrevia acquisition was recorded by allocating the cost of the acquisition to the assets acquired, including other intangible assets, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill.

There is no tax deductible goodwill related to the eBrevia acquisition.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The purchase price allocation for eBrevia is preliminary as the Company is still in the process of obtaining data to finalize the estimated fair values of certain deferred tax account balances. The final purchase price allocation may differ from what is currently reflected in the consolidated financial statements. Based on the current valuation, the preliminary purchase price allocation for this acquisition is as follows:

Accounts receivable	$	0.3
Other intangible assets		11.4
Software		0.8
Goodwill		12.9
Accounts payable and accrued liabilities		(0.4	)
Deferred taxes-net		(1.7	)
Total purchase price-net of cash acquired		23.3
Less: fair value of the Company's previously held investment in eBrevia		(3.3	)
Less: fair value of contingent consideration		(0.8	)
Less: payable for initial consideration		(2.0	)
Less: amounts held in escrow and liabilities assumed		(2.5	)
Net cash paid	$	14.7

Disposition

On July 22, 2018, the Company sold its Language Solutions business, which helped companies adapt their business content into different languages for specific countries, markets and regions, for net proceeds of $77.5 million in cash, all of which was received as of December 31, 2018, resulting in a gain of $53.8 million, which was recognized in other operating income in the consolidated statement of operations for the year ended December 31, 2018. Language Solutions' operating results were included within the Language Solutions reporting unit within the U.S. segment as well as the International segment.

Note 4. Inventories

The components of the Company’s inventories, net of excess and obsolescence reserves for raw materials, at March 31, 2019 and December 31, 2018 were as follows:

	March 31, 2019		December 31, 2018
Raw materials and manufacturing supplies	$	4.6	$	4.0
Work in process		10.2		8.1
Total	$	14.8	$	12.1

Note 5. Property, Plant and Equipment

The components of the Company’s property, plant and equipment at March 31, 2019 and December 31, 2018 were as follows:

	March 31, 2019			December 31, 2018
Land	$	10.0		$	10.0
Buildings		36.9			36.2
Machinery and equipment		113.1			106.3
		160.0			152.5
Less: Accumulated depreciation		(121.9	)		(120.3	)
Total	$	38.1		$	32.2

Depreciation expense was $1.5 million and $1.9 million for the three months ended March 31, 2019 and 2018, respectively.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Note 6. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment for the three months ended March 31, 2019 were as follows:

	U.S.		International		Total
Net book value as of December 31, 2018	$	438.5	$	11.5	$	450.0
Purchase accounting adjustments		0.1		—		0.1
Foreign exchange and other adjustments		—		0.1		0.1
Net book value as of March 31, 2019	$	438.6	$	11.6	$	450.2

The components of other intangible assets at March 31, 2019 and December 31, 2018 were as follows:

	March 31, 2019							December 31, 2018
	Gross							Gross
	Carrying		Accumulated			Net Book		Carrying		Accumulated			Net Book
	Amount		Amortization			Value		Amount		Amortization			Value

Customer relationships	$	149.6	$	(116.9	)	$	32.7	$	149.3	$	(113.1	)	$	36.2
Trade names		3.9		(3.0	)		0.9		3.9		(2.9	)		1.0
Total other intangible assets	$	153.5	$	(119.9	)	$	33.6	$	153.2	$	(116.0	)	$	37.2

Amortization expense for other intangible assets was $3.7 million and $3.4 million for the three months ended March 31, 2019 and 2018, respectively.

The following table outlines the estimated annual amortization expense related to other intangible assets as of March 31, 2019:

For the year ending December 31,	Amount
2019	$	14.6
2020		13.0
2021		0.9
2022		0.9
2023		0.9
2024 and thereafter		7.0
Total	$	37.3

Note 7. Leases

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. On January 1, 2019, the Company adopted the standard and all related amendments, using the optional transition method applied to leases at the adoption date. The comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods.

The Company elected the optional package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company also elected the practical expedient to not separate lease components from non-lease components for real estate leases. As a result of the adoption of ASU 2016-02, the Company recognized a lease liability of $101.6 million and a right-of-use (“ROU”) asset of $100.8 million for operating leases at January 1, 2019.

The Company has operating leases for certain service centers, office space, warehouses and equipment. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Upon adoption of ASU 2016-02, ROU assets were adjusted for deferred rent, restructuring liabilities, prepaids and favorable/onerous lease balances as of January 1, 2019. Lease expense is recognized on a straight-line basis over the expected lease term. The Company’s incremental borrowing rate is used in determining the present value of future payments at the commencement date of the lease, or for the adoption of ASU 2016-02, at January 1, 2019. Balances related to operating leases are included in ROU assets, accrued liabilities and noncurrent lease liabilities on the condensed consolidated balance sheet.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Lease terms include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component.

The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract.

The Company has non-cancelable sublease rental arrangements which did not reduce the future maturities of the operating lease liabilities at March 31, 2019 and did not reduce future rental commitments at December 31, 2018.

The components of lease expense for the three months ended March 31, 2019 were as follows:

	Three months ended
	March 31, 2019
Operating lease expense	$	6.8
Sublease income		(0.8	)
Net lease expense	$	6.0

Other information related to operating leases for the three months ended March 31, 2019 was as follows:

Lease Term and Discount Rate	March 31, 2019
Weighted average remaining lease term	5.0 years
Weighted average discount rate		4.5	%

	Three months ended
Lease Liabilities	March 31, 2019
Cash paid related to lease liabilities	$	6.6
Non-cash disclosure:
Increase in lease liabilities due to new ROU assets	$	0.2

Maturities of lease liabilities for operating leases as of March 31, 2019 were as follows:

	Amount
2019 ^(a)	$	20.7
2020		24.4
2021		19.7
2022		15.4
2023		11.6
2024 and thereafter		18.2
Total lease payments		110.0
Less: Interest		(13.7	)
Present value of lease liabilities	$	96.3

(a)

Excluding payments for the three months ended March 31, 2019

As of March 31, 2019
Accrued liabilities	$	22.4
Noncurrent lease liabilities		73.9
Total	$	96.3

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Disclosures related to periods prior to adoption of ASU 2016-02

Future minimum rental commitments under non-cancellable operating leases as of December 31, 2018 were expected to be as follows:

Year ended December 31	Amount
2019	$	26.4
2020		22.6
2021		16.6
2022		10.9
2023		8.7
2024 and thereafter		16.3
Total	$	101.5

Rent expense for facilities in use and equipment was $6.4 million for the three months ended March 31, 2018.

Note 8. Restructuring, Impairment and Other Charges

Restructuring, Impairment and Other Charges recognized in Results of Operations

For the three months ended March 31, 2019 and 2018, the Company recorded the following net restructuring, impairment and other charges:

Three Months Ended	Employee		Total Restructuring		Other
March 31, 2019	Terminations		Charges		Charges		Total
U.S.	$	0.5	$	0.5	$	0.1	$	0.6
International		0.6		0.6		—		0.6
Corporate		0.9		0.9		—		0.9
Total	$	2.0	$	2.0	$	0.1	$	2.1

Three Months Ended	Employee			Other Restructuring		Total Restructuring			Other
March 31, 2018	Terminations			Charges		Charges			Charges		Total
U.S.	$	0.1		$	0.5	$	0.6		$	0.1	$	0.7
International		(0.1	)		—		(0.1	)		—		(0.1	)
Corporate		0.1			—		0.1			—		0.1
Total	$	0.1		$	0.5	$	0.6		$	0.1	$	0.7

For the three months ended March 31, 2019, the Company recorded net restructuring charges of $2.0 million for employee termination costs for 72 employees, substantially all of whom were terminated as of March 31, 2019. These charges primarily related to the reorganization of certain operations. For the three months ended March 31, 2019, the Company also incurred $0.1 million for other charges associated with Company’s decision to withdraw in 2013 from certain multi-employer pension plans serving facilities that continued to operate.

For the three months ended March 31, 2018, the Company recorded net restructuring charges of $0.5 million for lease termination and other restructuring costs, $0.1 million for employee termination costs and $0.1 million for other charges associated with Company’s decision to withdraw in 2013 from certain multi-employer pension plans serving facilities that continued to operate.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Restructuring Reserve

The restructuring reserve as of December 31, 2018 and March 31, 2019, and changes during the three months ended March 31, 2019, were as follows:


	December 31,		Restructuring					Adoption of			Cash			March 31,
	2018		Charges		Reversals			ASU 2016-02			Paid			2019
Employee terminations	$	0.4	$	2.1	$	(0.1	)	$	—		$	(1.0	)	$	1.4
Lease terminations		1.1		—		—			(1.1	)		—			—
Other		0.2		—		—			—			—			0.2
Total	$	1.7	$	2.1	$	(0.1	)	$	(1.1	)	$	(1.0	)	$	1.6

The current portion of restructuring reserves of $1.5 million at March 31, 2019 was included in accrued liabilities, while the long-term portion of $0.1 million was included in other noncurrent liabilities at March 31, 2019.

The Company anticipates that payments associated with the employee terminations reflected in the table above will be substantially completed by September 30, 2019.

The restructuring liabilities classified as “lease terminations” consisted of lease terminations, other facility closing costs and contract termination costs. Upon adoption of ASU 2016-02, the restructuring liabilities as of January 1, 2019 were recorded as a reduction to the related ROU assets recorded on January 1, 2019. Refer to Note 7, Leases, for further information.

Note 9. Retirement Plans

The components of the estimated net pension plan income for DFIN’s pension plans for the three months ended March 31, 2019 and 2018 were as follows:

	Three Months Ended
	March 31,
	2019			2018
Pension expense (income)
Interest cost	$	2.8		$	2.6
Expected return on assets		(3.7	)		(4.0	)
Amortization, net		0.4			0.6
Net pension income	$	(0.5	)	$	(0.8	)

Note 10. Share-Based Compensation

The Company’s share-based compensation plan under which it may grant future awards, the 2016 Donnelley Financial Solutions, Inc. Performance Incentive Plan (“2016 PIP”), was approved by the Board of Directors to provide incentives to key employees of the Company. Awards under the 2016 PIP may include, cash or stock bonuses, stock options, stock appreciation rights, restricted stock or restricted stock units (“RSUs”). In addition, non-employee members of the Board of Directors may receive awards under the 2016 PIP. There were 3.5 million shares of common stock reserved and authorized for issuance under the 2016 PIP. At March 31, 2019, there were no remaining shares of common stock authorized and available for grant under the 2016 PIP.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Share-based compensation expense

For all share-based awards granted to employees and directors, including stock options, RSUs, performance based restricted stock and performance share units (“PSUs”), the Company recognizes compensation expense based on estimated grant date fair values based on certain assumptions as of the grant date. 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. 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 granted in 2017, which cliff vest, is recognized on a straight-line basis over the performance period of the award. The Company recognizes compensation costs for PSUs, which cliff vest, 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 stock options, RSUs, performance based restricted stock and PSUs granted during 2017, 2018, and 2019 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, performance based restricted stock and PSUs will be measured at 100% attainment of the target performance metrics and 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.

Total compensation expense related to all share-based compensation plans was $1.5 million and $1.8 million for the three months ended March 31, 2019 and 2018, respectively. The income tax benefit related to share-based compensation expense was $0.4 million and $0.5 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, $22.2 million of total unrecognized compensation expense related to share-based compensation plans is expected to be recognized over a weighted-average period of 2.5 years.

Stock Options

The Company granted 195,500 options, with a weighted-average grant date fair market value of $4.67, during the three months ended March 31, 2019. 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 the Company’s peer group

•

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

The weighted-average assumptions used to determine the weighted-average fair market value of the stock options granted during the three months ended March 31, 2019 and 2018 were as follows:

	2019			2018
Expected volatility		27.47	%		27.75	%
Risk-free interest rate		2.58	%		2.71	%
Expected life (years)	6.25			6.25
Expected dividend yield		0.00	%		0.00	%

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Stock option awards outstanding as of December 31, 2018 and March 31, 2019, and changes during the three months ended March 31, 2019, 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, 2018		635	$	21.44		7.2	$	—
Granted		196		14.15		9.9
Outstanding at March 31, 2019		831		19.85		7.7		—
Vested and expected to vest at March 31, 2019		790		19.94		7.6		—
Exercisable at March 31, 2019		—	N/A		N/A		N/A

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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018. This amount will change in future periods based on the fair market value of the Company’s stock and the number of options outstanding. There were no stock option exercises during the three months ended March 31, 2019. Total intrinsic value of options exercised was $1.0 million for the three months ended March 31, 2018 and there were no excess tax benefits on stock option exercises for the three months ended March 31, 2018.

Compensation expense related to stock options was $0.2 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, $2.8 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 3.1 years.

Restricted Stock Units

Nonvested restricted stock unit awards as of December 31, 2018 and March 31, 2019, and changes during the three months ended March 31, 2019, were as follows:

				Weighted
	Shares			Average Grant
	(Thousands)			Date Fair Value
Nonvested at December 31, 2018		700		$	19.60
Granted		514			14.15
Vested		(251	)
Forfeited		(14	)
Nonvested at March 31, 2019		949		$	16.18

Compensation expense related to RSUs was $1.3 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, there was $12.7 million of unrecognized share-based compensation expense related to 0.9 million restricted stock unit awards, with a weighted-average grant date fair value of $16.18, that are expected to vest over a weighted-average period of 2.4 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

There were no restricted stock awards granted during the three months ended March 31, 2019 and 2018. Compensation expense for the restricted stock awards is currently being recognized based on 95% 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. The total potential payout for awards granted during 2017 ranges from zero to 129,400 shares, should certain performance targets be achieved. The maximum payout of 156,169 shares was achieved as of December 31, 2017 for the restricted stock awards granted during 2016, of which 50% vested during the fourth quarter of 2018. Compensation expense for restricted stock awards was $0.3 million and $0.6 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, there was $0.8 million of unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted average period of 0.7 years.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Performance Share Units

Nonvested performance share units as of December 31, 2018 and March 31, 2019, and changes during the three months ended March 31, 2019, were as follows:

			Weighted
	Shares		Average Grant
	(Thousands)		Date Fair Value
Nonvested at December 31, 2018		251	$	18.23
Granted		329		14.15
Nonvested at March 31, 2019		580	$	15.91

During the three months March 31, 2019, 329,400 PSUs 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, 2019 through December 31, 2021. Distributions under the 2019 awards are payable at the end of the performance period in either common stock or cash at the discretion of the Compensation Committee of the Board of Directors; provided that distribution greater than 75% in common stock is contingent upon the stockholders of the Company approving an increase in the number of shares authorized and available to issue under the 2016 PIP during the 2019 Annual Stockholders’ Meeting to be held in May 2019. The Company accounts for the March 2019 PSU grants as equity awards and will continue to assess the classification as an equity award throughout the life of the award. The total potential payout for awards granted during the three months ended March 31, 2019 ranges from zero to 497,800 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 2019, 2018, and 2017 is currently being recognized based on 100%, 48% and 95% attainment of the targeted performance metrics or 329,400, 105,696 and 28,880 shares, net of forfeitures, for each respective period. During the three months ended March 31, 2019, the Company recognized a $0.3 million reversal of compensation expense related to PSUs due to a change in the estimated attainment of the 2018 and 2017 awards. Compensation expense related to PSUs was $0.2 million for the three months ended March 31, 2018. As of March 31, 2019, there was $5.9 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted average period of 2.7 years.

Note 11. Earnings per Share

Basic earnings (loss) per share is calculated by dividing net earnings (loss) 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 stock options, restricted stock units, performance share units and restricted stock.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The reconciliation of the numerator and denominator of the basic and diluted (loss) earnings per share calculation and the anti-dilutive share-based awards for the three months ended March 31, 2019 and 2018 were as follows:

	Three Months Ended
	March 31,
	2019			2018
Net (loss) earnings per share:
Basic	$	(0.04	)	$	0.23
Diluted	$	(0.04	)	$	0.23
Numerator:
Net (loss) earnings	$	(1.4	)	$	7.7
Denominator:
Weighted average number of common shares outstanding		34.0			33.7
Dilutive awards		—			0.2
Diluted weighted average number of common shares outstanding		34.0			33.9
Weighted average number of anti-dilutive share-based awards:
Restricted stock units		0.1			0.1
Stock options		0.7			0.5
Total		0.8			0.6

Note 12. Comprehensive Income

The components of other comprehensive income and income tax expense allocated to each component for the three months ended March 31, 2019 and 2018 were as follows:

	Three Months Ended
	March 31, 2019
	Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount
Translation adjustments	$	2.2	$	—	$	2.2
Adjustment for net periodic pension plan and other postretirement benefits plan cost		0.6		0.2		0.4
Other comprehensive income	$	2.8	$	0.2	$	2.6

	Three Months Ended
	March 31, 2018
	Before Tax		Income Tax		Net of Tax
	Amount		Expense		Amount
Translation adjustments	$	0.7	$	—	$	0.7
Adjustment for net periodic pension plan and other postretirement benefits plan cost		0.6		0.1		0.5
Other comprehensive income	$	1.3	$	0.1	$	1.2

Accumulated other comprehensive loss by component as of December 31, 2018 and March 31, 2019 were as follows:

	Pension and Other Postretirement Benefits Plan Cost			Translation Adjustments			Total
Balance at December 31, 2018	$	(66.0	)	$	(16.7	)	$	(82.7	)
Other comprehensive income before reclassifications		0.1			2.2			2.3
Amounts reclassified from accumulated other comprehensive loss		0.3			—			0.3
Net change in accumulated other comprehensive loss		0.4			2.2			2.6
Balance at March 31, 2019	$	(65.6	)	$	(14.5	)	$	(80.1	)

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Accumulated other comprehensive loss by component as of December 31, 2017 and March 31, 2018 were as follows:

	Pension and Other Postretirement Benefits Plan Cost			Translation Adjustments			Total
Balance at December 31, 2017	$	(52.9	)	$	(11.7	)	$	(64.6	)
Other comprehensive income before reclassifications		—			0.7			0.7
Amounts reclassified from accumulated other comprehensive loss		0.5			—			0.5
Net change in accumulated other comprehensive loss		0.5			0.7			1.2
Balance at March 31, 2018	$	(52.4	)	$	(11.0	)	$	(63.4	)

Reclassifications from accumulated other comprehensive loss for the three months ended March 31, 2019 and 2018 were as follows:

	Three Months Ended				Classification in the Condensed
	March 31,				Consolidated
	2019		2018		Statements of Operations
Amortization of pension and other postretirement benefits plan cost:
Net actuarial loss	$	0.4	$	0.6	_(a)
Reclassifications before tax		0.4		0.6
Income tax expense		0.1		0.1
Reclassifications, net of tax	$	0.3	$	0.5

(a)	This accumulated other comprehensive loss component is included in the calculation of net periodic pension and other postretirement benefits plan income recognized in investment and other income in the unaudited condensed consolidated statements of operations (see Note 9, Retirement Plans).

Note 13. 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 commercial print. In addition, the U.S. segment included language solutions capabilities, through which the Company translated documents and created content in up to 140 different languages for its clients.*

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 provided language translation services and shareholder communication services to investment market clients.*

*The Company sold its Language Solutions business on July 22, 2018. Refer to Note 3, Acquisitions and Dispositions, for further information.

Corporate

Corporate consists of unallocated 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.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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 financial statements.

								Income (Loss)					Depreciation
	Total		Intersegment			Net		from			Assets of		and		Capital
	Sales		Sales			Sales		Operations			Operations		Amortization		Expenditures
Three Months Ended March 31, 2019
U.S.	$	204.9	$	(2.1	)	$	202.8	$	21.3		$	801.6	$	10.3	$	15.0
International		27.3		(0.5	)		26.8		(3.3	)		92.5		1.6		—
Total operating segments		232.2		(2.6	)		229.6		18.0			894.1		11.9		15.0
Corporate		—		—			—		(11.4	)		108.3		0.2		0.1
Total operations	$	232.2	$	(2.6	)	$	229.6	$	6.6		$	1,002.4	$	12.1	$	15.1


								Income (Loss)					Depreciation
	Total		Intersegment			Net		from			Assets of		and		Capital
	Sales		Sales			Sales		Operations			Operations		Amortization		Expenditures
Three Months Ended March 31, 2018
U.S.	$	214.6	$	(1.5	)	$	213.1	$	26.4		$	714.8	$	8.9	$	6.1
International		42.7		(0.6	)		42.1		2.5			95.9		1.4		0.1
Total operating segments		257.3		(2.1	)		255.2		28.9			810.7		10.3		6.2
Corporate		—		—			—		(9.5	)		104.5		0.1		0.2
Total operations	$	257.3	$	(2.1	)	$	255.2	$	19.4		$	915.2	$	10.4	$	6.4

Note 14. Debt

The Company’s debt as of March 31, 2019 and December 31, 2018 consisted of the following:

	March 31,			December 31,
	2019			2018
8.25% senior notes due October 15, 2024	$	300.0		$	300.0
Term Loan Credit Facility		71.4			71.3
Borrowings under the Revolving Facility		48.5			—
Unamortized debt issuance costs		(8.2	)		(8.6	)
Total debt		411.7			362.7
Less: current portion		—			—
Long-term debt	$	411.7		$	362.7

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, was determined to be Level 2 under the fair value hierarchy. The fair value of the Company’s senior notes was $303.4 million and $298.1 million at March 31, 2019 and December 31, 2018, respectively.

The Company has a Credit Agreement (“the Credit Agreement”) which provides for a $350.0 million senior secured term loan B facility (the “Term Loan Credit Facility”) and a $300.0 million senior secured revolving credit facility (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 $20.0 million in the aggregate.

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

On December 18, 2018, the Company entered into a second amendment to the Credit Agreement which extended the maturity date of the Revolving Facility to December 18, 2023, reduced the interest rate margin percentages and facility fees applicable to the Revolving Facility, increased the allowable annual dividends from $15.0 million to $20.0 million in the aggregate and modified the financial maintenance and negative covenants in the Credit Agreement. As of March 31, 2019, there was $48.5 million of outstanding borrowings under the Revolving Facility.

The weighted average interest rate on borrowings under the Revolving Facility was 5.1% and 4.8% for the three months ended March 31, 2019 and 2018, respectively.

The Company’s 8.25% senior unsecured notes due October 15, 2024 (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.

Note 15. 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 consolidated results of operations, financial position or cash flows.

Note 16. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued 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 the former accounting standard. The Company adopted the standard and all related amendments on January 1, 2019 using the optional transition method. The comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods. Refer to Note 7, Leases, for further information.

Note 17. Guarantor Financial Information

As described in Note 14, 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 DFIN 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 months ended March 31, 2019 and 2018, condensed consolidating statements of financial position as of March 31, 2019 and December 31, 2018, and condensed consolidating statements of cash flows for the three months ended March 31, 2019 and 2018. 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 Financial Statements

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

Condensed Consolidating Statements of Operations

For the Three Months Ended March 31, 2019

	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated

Services net sales	$	—		$	109.8		$	19.6		$	(1.5	)	$	127.9
Products net sales		—			95.1			7.7			(1.1	)		101.7
Total net sales		—			204.9			27.3			(2.6	)		229.6
Services cost of sales (exclusive of depreciation and amortization)		—			62.6			14.1			(1.3	)		75.4
Products cost of sales (exclusive of depreciation and amortization)		—			73.1			6.7			(1.3	)		78.5
Total cost of sales		—			135.7			20.8			(2.6	)		153.9
Selling, general and administrative expenses (exclusive of depreciation and amortization)		—			47.2			7.7			—			54.9
Restructuring, impairment and other charges-net		—			1.5			0.6			—			2.1
Depreciation and amortization		—			10.5			1.6			—			12.1
Income (loss) from operations		—			10.0			(3.4	)		—			6.6
Interest expense (income)-net		9.2			—			(0.3	)		—			8.9
Intercompany interest (income) expense - net		(5.8	)		5.8			—			—			—
Investment and other income-net		—			(0.6	)		—			—			(0.6	)
(Loss) earnings before income taxes and equity in net income of subsidiaries		(3.4	)		4.8			(3.1	)		—			(1.7	)
Income tax (benefit) expense		(0.6	)		0.9			(0.6	)		—			(0.3	)
(Loss) earnings before equity in net income of subsidiaries		(2.8	)		3.9			(2.5	)		—			(1.4	)
Equity in net income of subsidiaries		1.4			(2.5	)		—			1.1			—
Net (loss) earnings	$	(1.4	)	$	1.4		$	(2.5	)	$	1.1		$	(1.4	)
Comprehensive (loss) income	$	1.2		$	3.9		$	(0.3	)	$	(3.6	)	$	1.2

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidating Statements of Operations

For the Three Months Ended March 31, 2018

	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated

Services net sales	$	—		$	128.7		$	32.1		$	(1.3	)	$	159.5
Products net sales		—			85.9			10.6			(0.8	)		95.7
Total net sales		—			214.6			42.7			(2.1	)		255.2
Services cost of sales (exclusive of depreciation and amortization)		—			67.5			19.6			(1.2	)		85.9
Products cost of sales (exclusive of depreciation and amortization)		—			65.1			8.5			(0.9	)		72.7
Total cost of sales		—			132.6			28.1			(2.1	)		158.6
Selling, general and administrative expenses (exclusive of depreciation and amortization)		—			55.3			10.8			—			66.1
Restructuring, impairment and other charges-net		—			0.8			(0.1	)		—			0.7
Depreciation and amortization		—			9.0			1.4			—			10.4
Income from operations		—			16.9			2.5			—			19.4
Interest expense (income)-net		9.2			(0.2	)		—			—			9.0
Intercompany interest (income) expense-net		(6.6	)		6.6			—			—			—
Investment and other income-net		—			(0.8	)		—			—			(0.8	)
(Loss) earnings before income taxes and equity in net income of subsidiaries		(2.6	)		11.3			2.5			—			11.2
Income tax (benefit) expense		(0.8	)		3.5			0.8			—			3.5
(Loss) earnings before equity in net income of subsidiaries		(1.8	)		7.8			1.7			—			7.7
Equity in net income of subsidiaries		9.5			1.7			—			(11.2	)		—
Net earnings	$	7.7		$	9.5		$	1.7		$	(11.2	)	$	7.7
Comprehensive income	$	8.9		$	10.8		$	2.4		$	(13.2	)	$	8.9

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidating Balance Sheet

As of March 31, 2019

	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	0.2	$	3.0	$	7.3	$	—		$	10.5
Receivables, less allowances		—		203.2		32.4		—			235.6
Intercompany receivables		—		42.4		—		(42.4	)		—
Intercompany short-term note receivable-net		—		—		30.4		(30.4	)		—
Inventories		—		11.9		2.9		—			14.8
Prepaid expenses and other current assets		2.2		15.0		3.6		—			20.8
Total current assets		2.4		275.5		76.6		(72.8	)		281.7
Property, plant and equipment-net		—		35.4		2.7		—			38.1
Right-of-use assets		—		73.2		22.3		—			95.5
Software-net		—		49.9		—		—			49.9
Goodwill		—		438.6		11.6		—			450.2
Other intangible assets-net		—		29.6		4.0		—			33.6
Deferred income taxes		—		11.1		2.9		(1.7	)		12.3
Intercompany long-term note receivable		298.0		—		—		(298.0	)		—
Other noncurrent assets		3.7		33.3		4.1		—			41.1
Investments in consolidated subsidiaries		413.8		70.6		—		(484.4	)		—
Total assets	$	717.9	$	1,017.2	$	124.2	$	(856.9	)	$	1,002.4
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	—	$	86.0	$	12.0	$	—		$	98.0
Intercompany payables		39.1		—		3.3		(42.4	)		—
Intercompany short-term note payable-net		30.0		0.4		—		(30.4	)		—
Accrued liabilities		6.9		87.7		19.1		—			113.7
Total current liabilities		76.0		174.1		34.4		(72.8	)		211.7
Long-term debt		411.7		—		—		—			411.7
Intercompany long-term note payable		—		298.0		—		(298.0	)		—
Deferred compensation liabilities		—		19.8		—		—			19.8
Pension and other postretirement benefits plan liabilities		—		49.1		1.0		—			50.1
Noncurrent lease liabilities		—		56.5		17.4		—			73.9
Other noncurrent liabilities		2.7		5.9		0.8		(1.7	)		7.7
Total liabilities		490.4		603.4		53.6		(372.5	)		774.9
Total equity		227.5		413.8		70.6		(484.4	)		227.5
Total liabilities and equity	$	717.9	$	1,017.2	$	124.2	$	(856.9	)	$	1,002.4

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidating Balance Sheet

As of December 31, 2018

	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	24.9	$	5.0	$	17.4	$	—		$	47.3
Receivables, less allowances		—		141.6		31.3		—			172.9
Intercompany receivables		—		123.6		—		(123.6	)		—
Intercompany short-term note receivable-net		—		—		60.5		(60.5	)		—
Inventories		—		10.4		1.7		—			12.1
Prepaid expenses and other current assets		—		13.5		3.2		—			16.7
Total current assets		24.9		294.1		114.1		(184.1	)		249.0
Property, plant and equipment-net		—		29.3		2.9		—			32.2
Software-net		—		47.8		—		—			47.8
Goodwill		—		438.5		11.5		—			450.0
Other intangible assets-net		—		32.6		4.6		—			37.2
Deferred income taxes		—		37.2		2.4		(29.9	)		9.7
Intercompany long-term note receivable		298.0		—		—		(298.0	)		—
Other noncurrent assets		3.6		35.1		4.1		—			42.8
Investments in consolidated subsidiaries		445.9		106.0		—		(551.9	)		—
Total assets	$	772.4	$	1,020.6	$	139.6	$	(1,063.9	)	$	868.7
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	—	$	61.0	$	11.4	$	—		$	72.4
Intercompany payables		120.9		—		2.7		(123.6	)		—
Intercompany short-term note payable-net		60.0		0.5		—		(60.5	)		—
Accrued liabilities		0.1		109.2		16.7		—			126.0
Total current liabilities		181.0		170.7		30.8		(184.1	)		198.4
Long-term debt		362.7		—		—		—			362.7
Intercompany long-term note payable		—		298.0		—		(298.0	)		—
Deferred compensation liabilities		—		19.5		—		—			19.5
Pension and other postretirement benefits plan liabilities		—		50.3		1.0		—			51.3
Other noncurrent liabilities		2.7		36.2		1.8		(29.9	)		10.8
Total liabilities		546.4		574.7		33.6		(512.0	)		642.7
Total equity		226.0		445.9		106.0		(551.9	)		226.0
Total liabilities and equity	$	772.4	$	1,020.6	$	139.6	$	(1,063.9	)	$	868.7

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidating Statements of Cash Flows

For the Three Months Ended March 31, 2019

	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(41.8	)	$	15.1		$	(6.6	)	$	(35.0	)	$	(68.3	)
INVESTING ACTIVITIES
Capital expenditures		—			(15.1	)		—			—			(15.1	)
Acquisition of business, net of cash acquired		—			(2.2	)		—			—			(2.2	)
Intercompany note receivable, net		—			—			30.0			(30.0	)		—
Other investing activities		—			0.2			—			—			0.2
Net cash (used in) provided by investing activities		—			(17.1	)		30.0			(30.0	)		(17.1	)
FINANCING ACTIVITIES
Revolving facility borrowings		178.5			—			—			—			178.5
Payments on revolving facility borrowings		(130.0	)		—			—			—			(130.0	)
Intercompany note payable, net		(30.0	)		—			—			30.0			—
Dividends paid to Parent		—			—			(35.0	)		35.0			—
Treasury stock repurchases		(1.2	)		—			—			—			(1.2	)
Debt issuance costs		(0.2	)		—			—			—			(0.2	)
Net cash provided by financing activities		17.1			—			(35.0	)		65.0			47.1
Effect of exchange rate on cash and cash equivalents		—			—			1.5			—			1.5
Net decrease in cash and cash equivalents		(24.7	)		(2.0	)		(10.1	)		—			(36.8	)
Cash and cash equivalents at beginning of year		24.9			5.0			17.4			—			47.3
Cash and cash equivalents at end of period	$	0.2		$	3.0		$	7.3		$	—		$	10.5

Donnelley Financial Solutions, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Condensed Consolidating Statements of Cash Flows

For the Three Months Ended March 31, 2018

	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
OPERATING ACTIVITIES
Net cash used in operating activities	$	(30.7	)	$	(18.1	)	$	(4.8	)	$	—		$	(53.6	)
INVESTING ACTIVITIES
Capital expenditures		—			(6.3	)		(0.1	)		—			(6.4	)
Intercompany note receivable, net		—			—			(2.0	)		2.0			—
Net cash used in investing activities		—			(6.3	)		(2.1	)		2.0			(6.4	)
FINANCING ACTIVITIES
Revolving facility borrowings		88.0			—			—			—			88.0
Payments on revolving facility borrowings		(68.0	)		—			—			—			(68.0	)
Intercompany note payable, net		2.0			—			—			(2.0	)		—
Proceeds from the issuance of common stock		1.2			—			—			—			1.2
Treasury stock repurchases		(0.8	)		—			—			—			(0.8	)
Net cash provided by financing activities		22.4			—			—			(2.0	)		20.4
Effect of exchange rate on cash and cash equivalents		—			—			(0.3	)		—			(0.3	)
Net decrease in cash and cash equivalents		(8.3	)		(24.4	)		(7.2	)		—			(39.9	)
Cash and cash equivalents at beginning of year		8.3			27.9			15.8			—			52.0
Cash and cash equivalents at end of period	$	—		$	3.5		$	8.6		$	—		$	12.1

Supplemental non-cash disclosure:
Intercompany debt allocation	$	(376.0)			$	376.0			$	—			$	—			$	—

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

Company Overview

Donnelley Financial Solutions, Inc. (“DFIN,” or the “Company”) is a leading global risk and compliance solutions company. The Company provides regulatory filing and deal solutions via its software-as-a-service (“SaaS”), technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve their regulatory and compliance needs. For corporate clients within its capital markets offerings, the Company offers technology-enabled filing solutions that allow U.S. public companies to comply with applicable U.S. Securities and Exchange Commission (“SEC”) regulations. The Company’s services include filing agent services, digital document creation and online content management tools that support their corporate financial transactions and regulatory reporting. The Company provides solutions to facilitate clients’ communications with their shareholders; and virtual data rooms and other deal management solutions. For the investment markets, including alternative investment and insurance investment companies, the Company provides technology-enabled filing solutions including cloud-based tools for creating and filing high-quality regulatory documents and solutions for investors designed to improve the speed of access to and accuracy of investment information. Throughout a company’s life cycle, the Company serves its clients’ regulatory and compliance needs. The Company’s deep industry and regulatory expertise and a commitment to exceptional service guides our clients to navigate a high-stakes and ever-changing regulatory environment.

Segments

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, which was divested in 2018.* The Company services capital market and investment market clients in the U.S. by delivering products and technology-enabled 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, services and software 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 commercial printing capabilities and language solutions.*

•

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 SEC regulations, as well as language solutions to international clients.*

*The Company sold its Language Solutions business on July 22, 2018. Refer to Note 3, Acquisitions and Dispositions, to the Unaudited Condensed Consolidated Financial Statements. Due to the sale of the Language Solutions business, the Company made changes to the reporting units within the U.S. segment. The former Language Solutions and other reporting unit has been renamed “Language Solutions.” Certain results previously included within the former Language Solutions and other reporting unit are now included within the Investment Markets reporting unit. Prior year amounts have been restated to conform to the Company’s current reporting unit structure.

The Company reports certain unallocated 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.

For the Company’s financial results and the presentation of certain other financial information by segment, see Note 13, Segment Information, to the Unaudited Condensed Consolidated 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 document composition, compliance related EDGAR filing services, transaction solutions, language solutions, and the Company’s SaaS solutions, including Venue Virtual Data Room (“Venue”), FundSuiteArc, ActiveDisclosure and EDGAR Online, among others. The Company’s product offerings primarily consist of conventional and digital printed products and related shipping costs.

Executive Overview

First Quarter Overview

Net sales decreased by $25.6 million, or 10.0%, for the first quarter of 2019 compared to the same period in the prior year, including a $1.1 million, or 0.4%, decrease due to changes in foreign exchange rates. Net sales decreased $18.8 million due to the impact of the sale of the Language Solutions business. In addition, net sales decreased due to lower capital markets transactions, primarily driven by the U.S. government shutdown in January 2019. The decrease in net sales was partially offset by higher volumes in mutual fund print and growth in SaaS solutions, primarily in ActiveDisclosure and FundSuiteArc.

On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”) and all related amendments, which require lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting. The Company recognized the cumulative effect of applying the standard as an opening transition adjustment. The comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods. As a result of the adoption of ASU 2016-02, the Company recognized a lease liability of $101.6 million and a right-of-use asset of $100.8 million for operating leases at January 1, 2019. Refer to Note 7, Leases, to the Unaudited Condensed Consolidated Financial Statements for further information.

OUTLOOK

Competition

Technological and regulatory changes, including the electronic distribution of documents, continue to impact the market for our products and services. In addition to the Company’s ongoing innovation in its SaaS solutions, one of the Company’s competitive strengths is that it offers a wide array of communications products, compliance services, a global platform, exceptional sales and service and regulatory domain expertise, which provide differentiated solutions for its clients.

The global risk and compliance 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, price and reputation.

The impact of digital technologies has impacted many of the products and markets in which the Company competes, most acutely in the Company’s mutual fund, variable annuity and public company compliance business offerings. While the Company offers a high-touch, service oriented experience, technology changes have provided alternatives to the Company’s clients that allow them to manage more of the financial disclosure process themselves. The Company has invested in its own SaaS solutions, 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 eBrevia and EDGAR Online and investments in AuditBoard, Mediant and Peloton that support the Company’s position as a technology service leader in this evolving industry.

The Company’s competitors for SEC filing services for public company compliance 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.

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. A variety of factors impact the global markets, including the regulatory and political environment. Recently, the U.S. IPO market and public debt market were disrupted by the U.S. federal government shutdown that occurred from December 2018 to January 2019. Future government shutdowns could affect volatility of any of these markets. 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 by 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 data and analytics, which has recurring revenues and is not as susceptible to market volatility and cycles. The 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. The seasonality and associated 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 to mitigate market volatility.

Regulatory Impact

The SEC is adopting new as well as amended rules and forms to modernize the reporting and disclosure of information by registered investment companies. These changes are driving significant regulatory changes which impact the Company’s customers within its Investment Markets business. On October 13, 2016, the SEC adopted a new N-PORT filing requirement, which requires certain registered investment companies to report information about their portfolio in XML, a structured data format, on a monthly basis, replacing what was previously a quarterly filing requirement. This rule also includes an annual N-CEN filing in XML, replacing a semi-annual filing requirement. Compliance dates depend on asset size and began as soon as June 1, 2018 for larger funds, with the first N-PORT filing deadlines beginning in April 2019. The Company’s ArcFiling software solution can support both filings. The Company expects an increase in services revenue due to the increase in the frequency of filings for registered investment companies.

On June 5, 2018, the SEC adopted Rule 30e-3 which provides certain registered investment companies with an option to electronically deliver shareholder reports and other materials rather than providing such reports in paper. Investors who prefer to receive reports in paper will continue to receive them in that format. While Rule 30e-3 was effective January 1, 2019, default electronic distribution pursuant to the rule will begin on January 1, 2021 due to a 24-month transition period, during which registered investment companies must notify investors of the upcoming change in transmission format of shareholder reports. The Company expects a decline in the volume of printed annual and semi-annual shareholder reports in 2021 and beyond as a result of Rule 30e-3.

Raw Materials

The primary raw materials used in the Company’s printed products are paper and ink. The paper and ink is sourced from a small set of select suppliers 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.

Significant Accounting Policies and Critical Estimates

The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical estimates are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 27, 2019.

Financial Review

In the financial review that follows, the Company discusses its unaudited condensed consolidated results of operations, cash flows and certain other information. This discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and the related notes.

Results of Operations for the Three Months Ended March 31, 2019 as Compared to the Three Months Ended March 31, 2018

The following table shows the results of operations for the three months ended March 31, 2019 and 2018:

	2019		2018		$ Change			% Change
	(in millions, except percentages)
Services net sales	$	127.9	$	159.5	$	(31.6	)		(19.8	%)
Products net sales		101.7		95.7		6.0			6.3	%
Net sales		229.6		255.2		(25.6	)		(10.0	%)
Services cost of sales (exclusive of depreciation and amortization)		75.4		85.9		(10.5	)		(12.2	%)
Products cost of sales (exclusive of depreciation and amortization)		78.5		72.7		5.8			8.0	%
Cost of sales		153.9		158.6		(4.7	)		(3.0	%)
Selling, general and administrative expenses (exclusive of depreciation and amortization)		54.9		66.1		(11.2	)		(16.9	%)
Restructuring, impairment and other charges-net		2.1		0.7		1.4			200.0	%
Depreciation and amortization		12.1		10.4		1.7			16.3	%
Income from operations	$	6.6	$	19.4	$	(12.8	)		(66.0	%)

Consolidated

Net sales of services for the three months ended March 31, 2019 decreased $31.6 million, or 19.8%, to $127.9 million, versus the three months ended March 31, 2018, including a $0.8 million, or 0.5%, decrease due to changes in foreign exchange rates. Net sales of services decreased $18.8 million due to the sale of the Language Solutions business. In addition, net sales of services decreased due to lower capital markets transactions volumes, primarily driven by the U.S. government shutdown in January 2019, and lower mutual fund print-related services, partially offset by growth in SaaS solutions, primarily in ActiveDisclosure and FundSuiteArc.

Net sales of products for the three months ended March 31, 2019 increased $6.0 million, or 6.3%, to $101.7 million versus the three months ended March 31, 2018, including a $0.3 million, or 0.3%, decrease due to changes in foreign exchange rates. Net sales of products increased due to higher volumes in mutual fund print, driven by a special proxy project, and higher volumes in capital markets compliance. The increase in net sales of products was partially offset by lower capital markets transactions and lower commercial print volumes.

Services cost of sales decreased $10.5 million, or 12.2%, for the three months ended March 31, 2019, versus the three months ended March 31, 2018, primarily due to the impact from the sale of the Language Solutions business. In addition, services cost of sales decreased due to lower volumes in capital markets transactions and mutual fund print-related services and cost control initiatives. As a percentage of net sales, services cost of sales increased 5.1% primarily due to unfavorable mix.

Products cost of sales increased $5.8 million, or 8.0%, for the three months ended March 31, 2019, versus the three months ended March 31, 2018. Products cost of sales increased due to higher mutual fund print and capital markets compliance volumes, partially offset by lower capital markets transaction and commercial print volumes. As a percentage of net sales, products cost of sales increased 1.2%, primarily due to unfavorable mix.

Selling, general and administrative expenses decreased $11.2 million, or 16.9%, to $54.9 million, for the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, primarily due to lower spin-off related transaction expenses, and the impact from the sale of the Language Solutions business. As a percentage of net sales, selling, general, and administrative expenses decreased from 25.9% for the three months March 31, 2018 to 23.9% for the three months ended March 31, 2019, primarily due to lower spin-off related transaction expenses.

For the three months ended March 31, 2019, the Company recorded net restructuring, impairment and other charges of $2.1 million, as compared to net restructuring, impairment and other charges of $0.7 million for the three months ended March 31, 2018. In 2019, these charges included $2.0 million of employee termination costs for 72 employees, substantially all of whom were terminated as of March 31, 2019 and $0.1 million for other charges associated with Company’s decision to withdraw in 2013 from certain multi-employer pension plans serving facilities that continued to operate for the three months ended March 31, 2019. In 2018, these charges included $0.5 million of lease termination and other restructuring costs, $0.1 million of employee termination 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.

Depreciation and amortization increased $1.7 million, or 16.3%, to $12.1 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018. Depreciation and amortization included $3.7 million and $3.4 million of amortization of other intangible assets related to customer relationships and a tradename for the three months ended March 31, 2019 and 2018, respectively.

Income from operations for the three months ended March 31, 2019 decreased $12.8 million, or 66.0%, to $6.6 million versus the three months ended March 31, 2018, primarily due to lower volumes in capital markets transactions and mutual fund print-related services, partially offset by an increase in capital markets compliance volumes and lower spin-off related transaction expenses.

	2019		2018		$ Change			% Change
	(in millions, except percentages)
Interest expense-net	$	8.9	$	9.0	$	(0.1	)		(1.1	%)

Net interest expense decreased $0.1 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

	2019			2018			$ Change			% Change
	(in millions, except percentages)
(Loss) earnings before income taxes	$	(1.7	)	$	11.2		$	(12.9	)		(115.2	%)
Income tax (benefit) expense		(0.3	)		3.5			(3.8	)		(108.6	%)
Effective income tax rate		17.6	%		31.3	%

The effective income tax rate was 17.6% for the three months ended March 31, 2019 compared to 31.3% for the three months ended March 31, 2018. The effective income tax rate for the three months ended March 31, 2019 reflects lower earnings as well as a decrease in the taxation of certain foreign earnings, referred to in the Tax Cuts and Jobs Act (H.R. 1) (“Tax Act”) as global intangible low-taxed income and foreign derived intangible income.

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 March 31,
	2019			2018
	(in millions, except percentages)
Net sales	$	202.8		$	213.1
Income from operations		21.3			26.4
Operating margin		10.5	%		12.4	%
Spin-off related transaction expenses		—			6.3
Restructuring, impairment and other charges-net		0.6			0.7

	Net Sales for the Three Months
	Ended March 31,
Reporting unit	2019		2018		$ Change			% Change
	(in millions, except percentages)
Capital Markets	$	109.7	$	117.5	$	(7.8	)		(6.6	%)
Investment Markets*		93.1		89.5		3.6			4.0	%
Language Solutions*		—		6.1		(6.1	)		(100.0	%)
Total U.S.	$	202.8	$	213.1	$	(10.3	)		(4.8	%)

*Certain prior year amounts were restated to conform to the Company’s current reporting unit structure.

Net sales for the U.S. segment for the three months ended March 31, 2019 were $202.8 million, a decrease of $10.3 million, or 4.8%, compared to the three months ended March 31, 2018. Net sales decreased due to lower capital markets transaction volumes, the sale of the Language Solutions business and lower commercial print volumes, partially offset by higher mutual fund print volumes and growth in SaaS solutions, primarily in ActiveDisclosure. An analysis of net sales by reporting unit follows:

•

Capital Markets: Sales decreased due to lower capital markets transaction volumes, primarily driven by the U.S. government shutdown in January 2019, partially offset by higher volumes in capital markets compliance and ActiveDisclosure.

•

Investment Markets: Sales increased due to higher mutual fund print volumes, primarily related to a special proxy project, partially offset by lower commercial print volumes.

•

Language Solutions: Sales decreased due to the sale of the Language Solutions business in July 2018.

U.S. segment income from operations decreased $5.1 million, or 19.3%, for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 primarily due to the impact of lower net sales volumes and unfavorable mix, partially offset by lower spin-off related transaction expenses.

Operating margins decreased from 12.4% for the three months ended March 31, 2018 to 10.5% for the three months ended March 31, 2019 due to unfavorable mix, partially offset by lower spin-off related transaction expenses, which favorably impacted margins by 3.0 percentage points.

International

	Three Months Ended March 31,
	2019			2018
	(in millions, except percentages)
Net sales	$	26.8		$	42.1
(Loss) income from operations		(3.3	)		2.5
Operating margin		(12.3	%)		5.9	%
Restructuring, impairment and other charges-net		0.6			(0.1	)

Net sales for the International segment for the three months ended March 31, 2019 were $26.8 million, a decrease of $15.3 million, or 36.3%, compared to the three months ended March 31, 2018 including a $1.1 million, or 2.6%, decrease due to changes in foreign exchange rates. Net sales decreased due to the sale of the Language Solutions business and lower capital markets transaction volumes, primarily driven by the U.S. government shutdown in January 2019. The decrease in net sales was partially offset by higher FundSuiteArc volumes.

International segment income from operations decreased $5.8 million compared to the three months ended March 31, 2018, primarily due to the impact of the sale of the Language Solutions business, lower capital markets transaction volumes, an increase in restructuring, impairment and other charges and an increase in information technology allocated expenses to the International segment, partially offset by higher FundSuiteArc volumes.

Operating margins decreased from 5.9% for the three months ended March 31, 2018 to negative 12.3% for the three months ended March 31, 2019 due to unfavorable mix, higher restructuring, impairment and other charges which negatively impacted margins by 2.5 percentage points and higher information technology allocated expenses to the International segment.

Corporate

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

	Three Months Ended March 31,
	2019		2018
	(in millions)
Operating expenses	$	11.4	$	9.5
Share-based compensation expense		1.5		1.8
Spin-off related transaction expenses		0.4		1.5
Disposition-related expenses		—		0.5
Acquisition-related expenses		—		0.2
Investor-related expenses		1.0		—
Restructuring, impairment and other charges-net		0.9		0.1

Corporate operating expenses for the three months ended March 31, 2019 increased $1.9 million versus the same period in 2018 primarily due to an increase in incentive compensation expense, investor-related expenses, restructuring, impairment and other charges and share-based compensation expense.

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, restructuring, impairment and other charges, acquisition-related expenses 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.

•

Investor-related expenses. Expenses incurred related to non-routine investor matters, which include third-party advisory and consulting fees and legal fees.

•

Spin-off related transaction expenses. The Company has incurred expenses related to the Separation from R.R. Donnelley & Sons Company (“RRD”) (the “Separation”) to operate as a standalone publicly traded company. These expenses include third-party consulting fees, information technology expenses, employee retention payments, legal fees and other costs related to the Separation, including system implementation expenses related to transitioning from transition service agreements with RRD and LSC Communications, Inc. (“LSC”). Management does not believe that these expenses are reflective of ongoing operating results.

•

Disposition-related expenses. Expenses incurred related to the disposition of the Language Solutions business. These expenses primarily include legal fees, third-party advisory and consulting fees and other costs related to the disposition.

A reconciliation of GAAP net (loss) earnings to Non-GAAP adjusted EBITDA for the three months ended March 31, 2019 and 2018 for these adjustments is presented in the following table:

	Three Months Ended March 31,
	2019			2018
	(in millions)
Net (loss) earnings	$	(1.4	)	$	7.7
Restructuring, impairment and other charges—net		2.1			0.7
Share-based compensation expense		1.5			1.8
Investor-related expenses		1.0			—
Spin-off related transaction expenses		0.4			7.8
Disposition-related expenses		—			0.5
Acquisition-related expenses		—			0.2
Depreciation and amortization		12.1			10.4
Interest expense—net		8.9			9.0
Investment and other income—net		(0.6	)		(0.8	)
Income tax (benefit) expense		(0.3	)		3.5
Non-GAAP adjusted EBITDA	$	23.7		$	40.8

Share-based compensation expense. Included pre-tax charges of $1.5 million and $1.8 million for the three months ended March 31, 2019 and 2018.

2019 Restructuring, impairment and other charges—net. The three months ended March 31, 2019 included $2.0 million for employee termination costs and $0.1 million for other charges.

2018 Restructuring, impairment and other charges—net. The three months ended March 31, 2018 included $0.5 million for lease termination and other restructuring costs, $0.1 million for employee termination 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.

Investor-related expenses. Included pre-tax charges of $1.0 million related to non-routine investor matters. These expenses include third-party advisory and consulting fees and legal fees for the three months ended March 31, 2019.

Spin-off related transaction expenses. Included pre-tax charges of $0.4 million for the three months ended March 31, 2019 primarily related to third-party consulting fees. Included pre-tax charges of $7.8 million for the three months ended March 31, 2018 related to third-party consulting fees, information technology expenses, legal fees and other costs related to the Separation.

Disposition-related expenses. Included pre-tax charges of $0.5 million primarily related to the disposition of the Language Solutions business, including legal fees, third party advisory and consulting fees and other costs for the three months ended March 31, 2018.

Acquisition-related expenses. Included pre-tax charges of $0.2 million primarily related to legal expenses for the three months ended March 31, 2018 associated with completed or contemplated acquisitions.

Liquidity and Capital Resources

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 three months ended March 31, 2019 and 2018.

Cash Flows Provided By 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.

Net cash used in operating activities was $68.3 million for the three months ended March 31, 2019 compared to $53.6 million net used in operating activities for the three months ended March 31, 2018. The increase in net cash used in operating activities reflected timing differences in payments related to taxes.

Cash Flows Provided By Investing Activities

Net cash used in investing activities was $17.1 million for the three months ended March 31, 2019 compared to net cash used in investing activities of $6.4 million for the three months ended March 31, 2018. Capital expenditures were $15.1 million during the three months ended March 31, 2019, an increase of $8.7 million as compared to the three months ended March 31, 2018. The increase in capital expenditures was primarily driven by an investment in digital printers during the three months ended March 31, 2019. The Company expects that capital expenditures for 2019 will be approximately $40.0 million to $45.0 million, compared to $37.1 million in 2018.

Cash Flows Used for Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2019 was $47.1 million compared to $20.4 million for the three months ended March 31, 2018. During the three months ended March 31, 2019, the Company received $178.5 million of proceeds from revolving facility borrowings, partially offset by $130.0 million of payments on revolving facility borrowings. During the three months ended March 31, 2018, the Company received $88.0 million of proceeds from revolving facility borrowings, offset by $68.0 million of payments on revolving facility borrowings.

Liquidity

Cash and cash equivalents of $10.5 million at March 31, 2019 included $3.2 million in the U.S. and $7.3 million at international locations. As a result of the transition tax incurred pursuant to the Tax Act, the Company now has the ability to repatriate any previously taxed foreign cash associated with the foreign earnings subject to the U.S. parent with minimal tax consequences. The Company intends to repatriate earnings up to its net earnings previously subject to U.S. tax during 2019. The Company maintains its assertion of indefinite reinvestment on all foreign earnings and other outside basis differences to indicate that the Company remains indefinitely reinvested in operations outside of the U.S. with the exception of the previously taxed foreign cash already subject to U.S. tax. The Company began to repatriate excess cash at its foreign subsidiaries to the U.S. during the three months ended March 31, 2019 and expects additional repatriations during 2019. The Company recorded deferred taxes attributable to the book-over-tax outside basis differences in its foreign subsidiaries for the excess cash repatriated as of March 31, 2019.

The Company’s debt maturity schedule as of March 31, 2019 is shown in the table below:

	Debt Maturity Schedule
	Total		2019		2020		2021		2022		2023		Thereafter
Notes ^(a)	$	300.0	$	—	$	—	$	—	$	—	$	—	$	300.0
Borrowings under the Term Loan Credit Facility ^(b)		72.5		—		—		—		—		72.5		—
Borrowings under the Revolving Facility		48.5				—		—		—		48.5		—
Total	$	421.0	$	—	$	—	$	—	$	—	$	121.0	$	300.0

(a)	Excludes unamortized debt issuance costs of $4.6 million which do not represent contractual commitments with a fixed amount or maturity date.

(b)	Excludes unamortized debt issuance costs of $3.6 million and a discount of $1.1 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 Net 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 $20.0 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 March 31, 2019, there was $48.5 million of outstanding borrowings under the Revolving Facility. Based on the Company’s results of operations for the twelve months ended March 31, 2019 and existing debt, the Company would have had the ability to utilize an incremental $112.6 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 March 31, 2019 is shown in the table below:

	March 31, 2019
Availability	(in millions)
Revolving Facility	$	300.0
Availability reduction from covenants		138.9
	$	161.1
Usage
Borrowings under the Revolving Facility		48.5
Impact on availability related to outstanding letters of credit		—
	$	48.5

Current availability at March 31, 2019	$	112.6
Cash		10.5
Net Available Liquidity	$	123.1

The Company was in compliance with its debt covenants as of March 31, 2019, and expects to remain in compliance based on management’s estimates of operating and financial results for 2019 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 March 31, 2019, 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 March 31, 2019, the Revolving Facility is supported by sixteen U.S. and international financial institutions.

As of March 31, 2019, the Company had $3.2 million in outstanding letters of credit and bank guarantees, of which none reduced the availability under the Revolving Facility.

Acquisitions and Dispositions

During the three months ended March 31, 2019 and the year ended December 31, 2018, the Company paid $2.2 million and $12.5 million, net of cash acquired, respectively, for the acquisition of eBrevia. $2.0 million of the purchase price, excluding contingent consideration, was payable as of March 31, 2019 and is expected to be paid during 2019. $1.9 million of the purchase price related to amounts held in escrow was payable as of March 31, 2019 and is expected to be paid during 2020.

Risk Management

The Company is exposed to interest rate risk on its variable debt. At March 31, 2019, the Company’s exposure to rate fluctuations on variable-interest borrowings was $121.0 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 March 31, 2019 by approximately $10.4 million, or 3.5%.

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 15, Commitments and Contingencies, to the Unaudited Condensed Consolidated Financial Statements.

New Accounting Pronouncements and Pending Accounting Standards

Recently issued accounting standards and their estimated effect on the Company’s consolidated financial statements are described in Note 16, New Accounting Pronouncements, to the Unaudited Condensed Consolidated 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, 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; and

•

failure to achieve certain intended benefits of 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, 2018. 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, 2018, as filed with the SEC on February 27, 2019.

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(b) and Rule 15d-15(e) of the Securities Exchange Act of 1934) as of March 31, 2019. 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 March 31, 2019.

(b)	Changes in internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2019 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of certain litigation involving the Company, see Note 15, Commitments and Contingencies, to the Unaudited Condensed Consolidated 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, 2018, as filed with the SEC on February 27, 2019.

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

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased (a)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2019 - January 31, 2019	—		$	—	—	$	—
February 1, 2019 - February 28, 2019	—		—		—		—
March 1, 2019 - March 31, 2019		83,949		14.67	—		—
Total		83,949	$	14.67	—

(a) Shares withheld for tax liabilities upon vesting of equity awards

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 6. Exhibits

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			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)

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			Amendment No. 1 to Credit Agreement, dated as of October 2, 2017, 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 10.2 to the Company’s Quarterly Report on Form 10-Q dated September 30, 2017, filed on November 2, 2017)

10.3			Amendment No. 2 to Credit Agreement, dated as of December 18, 2018, by and among Donnelley Financial Solutions, Inc., the lenders party thereto from time to time 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 December 18, 2018, filed on December 18, 2018)

10.4			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)*

10.5			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)*

10.6			Donnelley Financial Solutions, Inc. Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K dated December 31, 2017, filed on February 28, 2018)*

10.7			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)*

10.8			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)*

10.9			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)*

10.10			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)*

10.11			Letter Agreement to Employment Agreement, dated as of April 20, 2018, 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 April 10, 2018, filed on April 16, 2018)*

10.12			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)*

10.13			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)*

10.14			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)*

10.15			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)*


10.16			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)*

10.17			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)*

10.18			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)*

10.19			Donnelley Financial Solutions Annual Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated March 2, 2018, filed on March 13, 2018)*

10.20			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)*

10.21			Form of Performance Restricted Stock Award Agreement (for 2017) (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 Amendment to Performance Restricted Stock Award Agreement (for 2017) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated May 30, 2017, filed on June 5, 2017)*

10.23			Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K dated December 31, 2017, filed on February 28, 2018)*

10.24			Form of Performance Share Unit Award Agreement (for 2017) (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2017, filed on May 4, 2017)*

10.25			Form of Performance Share Unit Award Agreement (for 2019) (filed herewith)*

10.26			Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2017, filed on May 4, 2017)*

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

10.28			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)*

10.29			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)*

10.30			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)*

10.31			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)*

10.32			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 10.23 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)*

10.33			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)*

10.34			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)*

10.35			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)

10.36			Agreement, dated February 17, 2019, by and among the Company, Simcoe Capital Management, LLC and, solely for purposes of Section 2(g) thereof, Jeffrey Jacobowitz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 17, 2019, filed on February 19, 2019)

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)


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 – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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: May 2, 2019